Common use of Designated Buyers Clause in Contracts

Designated Buyers. The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15, one or more Subsidiaries to (i) purchase specified Purchased Assets (including specified Assumed Contracts and Assumed Leases), (i) assume specified Assumed Liabilities, and/or (i) employ certain Transferred Employees on and after the Closing Date (any such Subsidiary of Buyer that shall be properly designated by Buyer in accordance with this clause, a “Designated Buyer”); it being understood and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (v) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made by Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and in no event later than the fifth day prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer(s) and shall indicate which Purchased Assets, Assumed Liabilities and Transferred Employees Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder.

Designated Buyers. The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section Section 2.15, one or more Subsidiaries to (i) purchase specified Purchased Assets (including specified Assumed Contracts and Assumed Leases), (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain Transferred Employees on and after the Closing Date (any such Subsidiary of Buyer that shall be properly designated by Buyer in accordance with this clause, a “Designated Buyer”); it being understood and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (v) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo each Seller a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred EmployeesAgreement, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section Section 2.05 and ‎Article Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section Section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made by Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and in no event later than the fifth third day prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer(s) and shall indicate which Purchased Assets, Assumed Liabilities and Transferred Employees Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder.

Designated Buyers. The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section Section 2.15, one or more Subsidiaries to (i) purchase specified Purchased Assets (including specified Assumed Contracts and Assumed Leases), (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain Transferred Employees on and after the Closing Date (any such Subsidiary of Buyer that shall be properly designated by Buyer in accordance with this clause, a “Designated Buyer”); it being understood and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (v) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo each Seller a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred EmployeesAgreement, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section Section 2.05 and ‎Article Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section Section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made by Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and in no event later than the fifth tenth (10th) day prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer(s) and shall indicate which Purchased Assets, Assumed Liabilities and Transferred Employees Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder.

Designated Buyers. The (a) In connection with the Closing and consistent with the Transaction Steps, each Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.14, one (1) or more Subsidiaries Affiliates (which qualify as Non-Indian Equity Holders to PFPL and PAT) to (i) purchase specified Purchased Transferred Assets (including specified Assumed Contracts Transferred Contracts) and Assumed Leases)pay or cause to be paid the corresponding portion of the Purchase Price, as applicable, (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain specified Transferred Employees on and after the Closing Date (any such Subsidiary Affiliate of such Buyer that shall be properly designated by the applicable Buyer in accordance with this clause, a “Designated Buyer”); it being understood . At the Closing, each Buyer shall, or shall cause its Designated Buyer(s) to, honor its obligations at the Closing. Any reference to a “Buyer” or the “Buyers” made in this Agreement in respect of any purchase, assumption or employment obligation referred to in this Agreement or any representations and agreedwarranties (including the representation in Section 4.3(c)) made in this Agreement shall include reference to the appropriate Designated Buyer(s), howeverif any. After the Closing, that all obligations of the Buyers and any such right of Buyer to designate a Designated Buyer is conditioned upon (vBuyer(s) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to shall be several and not joint as amongst the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Buyers and each Designated Buyer being able and the only party with Liability as to perform a particular Assumed Liability shall be the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by Designated Buyer assuming such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or obligation at the Closing or (ii) a Liability for which and no other Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and Buyer. (zb) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation in Section 2.14(a) shall be made by the applicable Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and Sellers in no event later than the fifth day five (5) Business Days prior to the Closing Date, which written notice shall contain appropriate information about identify the Designated Buyer(s) and shall indicate which Purchased Transferred Assets, Assumed Liabilities and Transferred and/or Business Employees the applicable Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder and shall include a signed counterpart to this Agreement, agreeing to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and authorizing the applicable Buyer to act as such Designated Buyer(s)’ agent for all purposes hereunder.

Designated Buyers. The Buyer (a) In connection with the Closing, without limitation by the terms of Section 10.12, Buyers shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.8, one (1) or more Subsidiaries Affiliates to (i) purchase the specified Purchased Assets (including specified Assumed Contracts and Assumed Leases)Transferred Assets, (i) or assume specified Assumed Liabilities, and/or (i) employ certain Transferred Employees in each case on and after the Closing Date (any such Subsidiary Affiliate of Buyer Buyers that shall be properly designated by Buyer Buyers in accordance with this clauseSection 2.8, a “Designated Buyer”); it being understood and agreedprovided that no such designation would impede or materially delay the Closing or affect the timely receipt of any regulatory approval; provided, howeverfurther, that no such designation shall be permitted if any Taxes required to be withheld under applicable Law from any amounts otherwise payable hereunder would be higher than the amount of Taxes that would be required to be withheld absent such right designation. At and after the Closing, Buyers shall, or shall cause their Designated Buyer(s) to, honor Buyers’ obligations at the Closing. After the Closing, any reference to Buyer made in this Agreement in respect of Buyer any purchase or assumption referred to designate in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. (b) Without limitation of Section 6.4, the designation of a Designated Buyer is conditioned upon (vin accordance with Section 2.8(a) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made by Buyer Buyers by way of a written notice to be delivered to Sellers’ Representative the AFI Entities, with respect to the Transferred Assets or Assumed Liabilities, as soon as reasonably practicable after following the date hereof and of this Agreement but in no event later than the fifth day two (2) Business Days prior to the Closing DateClosing, which written notice shall (i) contain appropriate information about the Designated Buyer(s), (ii) and shall indicate which Purchased Assets, Transferred Assets or Assumed Liabilities and Transferred Employees Buyer intends Buyers intend such Designated Buyer(s) to purchase, assume purchase and/or employassume, as applicable, hereunder and (iii) include a signed counterpart to this Agreement pursuant to which the Designated Buyer(s) agree to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and which authorizes Buyers to act as such Designated Buyer(s)’ agent for all purposes hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, any designation pursuant to Section 2.8(a) shall not relieve Buyers of any of its obligations under this Agreement (or otherwise) and Buyers shall remain primarily liable therefor.

Designated Buyers. The (a) In connection with the Closing and consistent with the Transaction Steps, each Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.14, one (1) or more Subsidiaries Affiliates (which qualify as Non-Indian Equity Holders to PFPL and PAT) to (i) purchase specified Purchased Transferred Assets (including specified Assumed Contracts Transferred Contracts) and Assumed Leases)pay or cause to be paid the corresponding portion of the Purchase Price, as applicable, (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain specified Transferred Employees on and after the Closing Date (any such Subsidiary Affiliate of such Buyer that shall be properly designated by the applicable Buyer in accordance with this clause, a “Designated Buyer”); it being understood . At the Closing, each Buyer shall, or shall cause its Designated Buyer(s) to, honor its obligations at the Closing. Any reference to a “Buyer” or the “Buyers” made in this Agreement in respect of any purchase, assumption or employment obligation referred to in this Agreement or any representations and agreedwarranties (including the representation in Section 4.3(c)) made in this Agreement shall include reference to the appropriate Designated Buyer(s), howeverif any. After the Closing, that all obligations of the Buyers and any such right of Buyer to designate a Designated Buyer is conditioned upon (vBuyer(s) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to shall be several and not joint as amongst the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Buyers and each Designated Buyer being able and the only party with Liability as to perform a particular Assumed Liability shall be the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by Designated Buyer assuming such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or obligation at the Closing or (ii) a Liability for which and no other Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and Buyer. (zb) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation in Section 2.14(a) shall be made by the applicable Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and Sellers in no event later than the fifth day five (5) Business Days prior to the Closing Date, which written notice shall contain appropriate information about identify the Designated Buyer(s) and shall indicate which Purchased Transferred Assets, Assumed Liabilities and Transferred and/or Business Employees the applicable Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder and shall include a signed counterpart to this Agreement, agreeing to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and authorizing the applicable Buyer to act as such Designated Xxxxx(s)’ agent for all purposes hereunder.

Designated Buyers. The (a) In connection with the Closing, the Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.11, one (1) or more Subsidiaries Affiliates to (i) purchase specified Purchased Transferred Assets (including specified Assumed Contracts Transferred Contracts) and Assumed Leases)pay or cause to be paid the corresponding portion of the Purchase Price, as applicable, (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain specified Transferred Employees on and after the Closing Date (any such Subsidiary Affiliate of the Buyer that shall be properly designated by the Buyer in accordance with this clause, a “Designated Buyer”“); it being understood . At the Closing, the Buyer shall, or shall cause each Designated Buyer(s) to, honor its obligations at the Closing. Any reference to the Buyer made in this Agreement in respect of any purchase, assumption or employment referred to in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. After the Closing, all obligations of the Buyer and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (vBuyer(s) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement shall be several and not joint as amongst the Designated Buyers and the only party with respect Liability as to a particular Assumed Liability shall be the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Buyer or the Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by assuming such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or obligation at the Closing or (ii) a Liability for which and no other Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and Buyer. (zb) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation in Section 2.11(i) shall be made by the Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and Sellers in no event later than the fifth day five (5) Business Days prior to the Closing Date, which written notice shall contain appropriate information about identify the Designated Buyer(s) and shall indicate which Purchased Transferred Assets, Assumed Liabilities and Transferred Employees the Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement, agreeing to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and authorizing the Buyer to act as such Designated Buyer(s)’ agent for all purposes hereunder.

Designated Buyers. The (a) In connection with the Closing, without limitation by the terms of Section 10.12, Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.5, one (1) or more Subsidiaries Affiliates to (i) purchase specified Purchased Assets (including specified Assumed Contracts and Assumed Leases), (i) assume specified Assumed Liabilities, and/or (i) employ certain the Transferred Employees Stock on and after the Closing Date (any such Subsidiary Affiliate of Buyer that shall be properly designated by Buyer in accordance with this clauseSection 2.5, a “Designated Buyer”); it being understood and agreedprovided that no such designation would impede or materially delay the Closing or affect the timely receipt of any regulatory approval; provided, howeverfurther, that no such designation shall be permitted if any Taxes required to be withheld under applicable Law from any amounts otherwise payable hereunder would be higher than the amount of Taxes that would be required to be withheld absent such right designation. At and after the Closing, Buyer shall, or shall cause its Designated Buyer(s) to, honor Buyer’s obligations at the Closing. After the Closing, any reference to Buyer made in this Agreement in respect of Buyer any purchase or assumption referred to designate in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. (b) Without limitation of Section 6.4, the designation of a Designated Buyer is conditioned upon (vin accordance with Section 2.5(a) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made by Buyer by way of a written notice to be delivered to Sellers’ Representative Seller as soon as reasonably practicable after following the date hereof and of this Agreement but in no event later than the fifth day two (2) Business Days prior to the Closing DateClosing, which written notice shall (i) contain appropriate information about the Designated Buyer(s), (ii) and shall indicate which Purchased Assets, Assumed Liabilities and Transferred Employees Subsidiaries Buyer intends such Designated Buyer(s) to purchase, assume purchase and/or employassume, as applicable, hereunder and (iii) include a signed counterpart to this Agreement pursuant to which the Designated Buyer(s) agree to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and which authorizes Buyer to act as such Designated Buyer(s)’ agent for all purposes hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, any designation pursuant to Section 2.5(a) shall not relieve Buyer of any of its obligations under this Agreement (or otherwise) and Buyer shall remain primarily liable therefor.

Designated Buyers. The (a) In connection with the Closing, the Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.11, one (1) or more Subsidiaries Affiliates to (i) purchase specified Purchased Transferred Assets (including specified Assumed Contracts Transferred Contracts) and Assumed Leases)pay or cause to be paid the corresponding portion of the Purchase Price, as applicable, (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain specified Transferred Employees on and after the Closing Date (any such Subsidiary Affiliate of the Buyer that shall be properly designated by the Buyer in accordance with this clause, a “"Designated Buyer”"); it being understood . At the Closing, the Buyer shall, or shall cause each Designated Buyer(s) to, honor its obligations at the Closing. Any reference to the Buyer made in this Agreement in respect of any purchase, assumption or employment referred to in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. After the Closing, all obligations of the Buyer and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (vBuyer(s) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement shall be several and not joint as amongst the Designated Buyers and the only party with respect Liability as to a particular Assumed Liability shall be the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Buyer or the Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by assuming such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or obligation at the Closing or (ii) a Liability for which and no other Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and Buyer. (zb) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation in Section 2.11(i) shall be made by the Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and Sellers in no event later than the fifth day five (5) Business Days prior to the Closing Date, which written notice shall contain appropriate information about identify the Designated Buyer(s) and shall indicate which Purchased Transferred Assets, Assumed Liabilities and Transferred Employees the Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement, agreeing to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and authorizing the Buyer to act as such Designated Buyer(s)' agent for all purposes hereunder.

Designated Buyers. The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section Section 2.15, one or more Subsidiaries to (i) purchase specified Purchased Assets (including specified Assumed Contracts and Assumed Leases), (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain Transferred Employees on and after the Closing Date (any such Subsidiary of Buyer that shall be properly designated by Buyer in accordance with this clause, a “Designated Buyer”); it being understood and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (v) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section Section 2.05 and ‎Article Article 9 (and make the same representations and warranties as Buyer has made in ‎Section Section 4.05 and ‎Section Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made by Buyer by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and in no event later than the fifth day prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer(s) and shall indicate which Purchased Assets, Assumed Liabilities and Transferred Employees Buyer intends such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder.

Designated Buyers. The Buyer (a) In connection with the Closing, the Buyers shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15Section 2.11, one (1) or more wholly-owned Subsidiaries or Affiliates to (i) purchase specified Purchased Transferred Assets (including specified Assumed Contracts Transferred Contracts) and Assumed Leases)pay the corresponding Purchase Price amount and Cure Claims, as applicable, (iii) assume specified Assumed Liabilities, and/or (iiii) employ certain specified Transferred Employees on and after the Closing Date (any such wholly-owned Subsidiary or Affiliate of Buyer the Buyers that shall be properly designated by Buyer the Buyers in accordance with this clause, a “Designated Buyer”); it being understood . At the Closing, the Buyers shall, or shall cause their Designated Buyer(s) to, honor their obligations at the Closing. Any reference to the Buyers made in this Agreement in respect of any purchase, assumption or employment referred to in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. After the Closing, all obligations of the Buyers and agreed, however, that any such right of Buyer to designate a their Designated Buyer is conditioned upon (vBuyer(s) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement shall be several and not joint and the only party with respect Liability as to a particular Assumed Liability is the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Buyer or the Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by assuming such Designated Buyer), and demonstrate satisfaction of the applicable requirements of section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or obligation at the Closing or (ii) a Liability for which and no other Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and Buyer. (zb) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation in Section 2.11(a) shall be made by Buyer the Buyers by way of a written notice to be delivered to Sellers’ Representative as soon as reasonably practicable after the date hereof and Sellers in no event later than the fifth day three (3) Business Days prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer(s) and shall indicate which Purchased Transferred Assets, Assumed Liabilities and Transferred Employees Buyer intends the Buyers intend such Designated Buyer(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Sellers, agreeing to be bound by the terms of this Agreement as it relates to such Designated Buyer(s) and authorizing the Buyers to act as such Designated Buyer(s)’ agent for all purposes hereunder.