Common use of Designated Purchasers Clause in Contracts

Designated Purchasers. The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares, (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date (any Person that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) such Designated Purchaser being able to perform the covenants under Sections 2.1.6(d) and Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section 365 of the U.S. Bankruptcy Code, including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts and (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VI) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased Assets, assumed the Assumed Liabilities or employed the Transferred Employees. No such designation shall relieve the Purchaser of any of its obligations to the Sellers and the EMEA Sellers hereunder. The above designation shall be made by the Purchaser by way of a written notice to be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes hereunder.

Designated Purchasers. (a) The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Whollywholly-Owned owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified specified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date and/or (iv) to be made a party to any Real Estate Agreement (any Person Subsidiary of the Purchaser that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) such Designated Purchaser being able to perform the covenants under Sections 2.1.6(d) and Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section Section 365 of the U.S. Bankruptcy Code, including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts and (y) any such designation not creating any net Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VIVI and taking into account any savings of, or reduction in Taxes of any Seller or its Affiliates that would result from the use of such Designated Purchaser) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased Assets, assumed the Assumed Liabilities or employed the Transferred Employees. No such designation shall relieve the Purchaser of any of its obligations to the Sellers hereunder, and the EMEA Sellers Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. The above designation shall be made by For the avoidance of doubt, the Purchaser by way of a written notice to and each Designated Purchaser shall not be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereofliable for any Excluded Liabilities, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed including any Excluded Liabilities and Transferred Employees (other than the Share Transfer Employees) for Taxes imposed on the Purchaser intends such or a Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes hereunderunder applicable Law.

Designated Purchasers. (a) The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred specified Transferring Employees (other than Share Transfer Employees) on and after the Closing Employee Transfer Date (any Person Subsidiary of the Purchaser that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts and (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VITaxes) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased relevant Assets, assumed the Assumed relevant specified Liabilities or and/or employed the Transferred relevant specified Transferring Employees. No such designation shall relieve the Purchaser of any of its obligations to the Sellers and the EMEA Sellers hereunder. The above designation Any breach hereof by a Designated Purchaser shall be made deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by way any of a written notice to be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes them hereunder.

Designated Purchasers. (a) The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date (any Person that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (xy) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, performance with respect to the Assumed and Assigned Contracts and (yz) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VI) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased Assets, assumed the Assumed Liabilities or and/or employed the Transferred Employees, and which Liability is not fully reimbursed by or on behalf of the Purchaser; provided, further, however, that the Sellers acknowledge and agree that each of Ericsson Inc., Ericsson Canada Inc., or Ericsson AB (each, a “Confirmed Designated Purchaser”) shall be deemed to satisfy the foregoing conditions and may be a Designated Purchaser. Subject to Section 6.2(c), if the designation of a Confirmed Designated Purchaser creates any Liability relating to Taxes for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the relevant Assets, the Purchaser or the Designated Purchasers shall pay such additional amounts to the Sellers such that the total amount received by the applicable Sellers, after reducing such amount by the additional Liability relating to Taxes for the Sellers or their Affiliates created by the designation of such Confirmed Designated Purchaser, will equal the full amount such Seller would have received from the Purchaser had the designation not been made. No such designation shall relieve the Purchaser of any of its obligations to the Sellers and the EMEA Sellers hereunder. The above designation Any breach hereof by a Designated Purchaser shall be made deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by way any of a written notice to be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes them hereunder.

Designated Purchasers. (a) The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all Affiliates of the capital stock Purchaser, the EMEA Purchaser or one or more Affiliates of the EMEA Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date (any Person Affiliate of the Purchaser that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts and (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VITaxes) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased relevant Assets, assumed the Assumed relevant Specified Employee Liabilities or and/or employed the relevant Transferred Employees; provided, further, however, that the Sellers acknowledge and agree that each of Ericsson Inc., Ericsson Canada Inc., or Ericsson AB (each, a “Confirmed Designated Purchaser”) shall be deemed to satisfy the foregoing conditions and may be a Designated Purchaser. In addition, the EMEA Purchaser shall be a Confirmed Designated Purchaser; provided that, unless otherwise agreed by the Main Sellers, (i) the EMEA Purchaser shall not assume any Assumed Liabilities, and (ii) such designation shall not result in any material delay in the consummation of the transactions contemplated hereunder. If the designation of a Confirmed Designated Purchaser creates any Liability relating to Taxes for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the relevant Assets, the Purchaser or the Designated Purchasers shall, notwithstanding anything to the contrary in Article VI, pay such additional amounts to the Sellers such that the total amount received by the applicable Sellers, after reducing such amount by the additional Liability relating to Taxes for the Sellers or their Affiliates created by the designation of such Confirmed Designated Purchaser, will equal the full amount such Seller would have received from the Purchaser had the designation not been made. No such designation shall relieve the Purchaser of any of its obligations to the Sellers hereunder and the EMEA Sellers hereunder. The above designation any breach hereof by a Designated Purchaser shall be made deemed a breach by Purchaser. Except if the Designated Purchaser is a Confirmed Designated Purchaser, the Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations delegated or assigned to or assumed by way any of a written notice to be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes them hereunder.

Designated Purchasers. (a) The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred specified Transferring Employees (other than Share Transfer Employees) on and after the Closing Employee Transfer Date (any Person Subsidiary of the Purchaser that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); , it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts and (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VITaxes) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased relevant Assets, assumed the Assumed relevant specified Liabilities or and/or employed the Transferred relevant specified Transferring Employees. No such designation shall relieve the Purchaser of any of its obligations to the Sellers and the EMEA Sellers hereunder. The above designation Any breach hereof by a Designated Purchaser shall be made deemed a breach by Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. In furtherance of its rights under this Section 2.4 the Purchaser by way of a written notice to be delivered to has designated the Sellers Person(s) listed on Exhibit 2.4 as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes hereunder.

Designated Purchasers. (a) The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date (any Person that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (xy) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, performance with respect to the Assumed and Assigned Contracts and (yz) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VI) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased Assets, assumed the Assumed Liabilities or and/or employed the Transferred Employees, and which Liability is not fully reimbursed by or on behalf of the Purchaser. No such designation shall relieve the Purchaser of any of its obligations to the Sellers and the EMEA Sellers hereunder. The above designation Any breach hereof by a Designated Purchaser shall be made deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by way any of a written notice to be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes them hereunder.

Designated Purchasers. The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.4, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date (any Person Subsidiary of the Purchaser that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned 365 Contracts and (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VITaxes) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased relevant Assets, assumed the Assumed relevant Specified Employee Liabilities or and/or employed the relevant Transferred Employees. No such designation shall relieve the Purchaser of any of its obligations hereunder. Any breach hereof by a Designated Purchaser shall be deemed a breach by Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations delegated or assigned to the Sellers and the EMEA Sellers or assumed by any of them hereunder. The above designation shall be made by the Purchaser by way of a written notice to be delivered to the Sellers as soon as reasonably practicable after the date hereof and in no event later than the ninetieth earlier of thirty (90th30) day days after the date hereofhereof and fifteen (15) Business Days before Closing, which written notice shall contain appropriate information about the Designated Purchaser(s) (including legal name, jurisdiction of incorporation and actual and (if there is any intention to change such residence on or prior to Closing) proposed jurisdiction of Tax residence of such Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement as Designated Purchaser(s) and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes hereunder.

Designated Purchasers. The Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.42.5, one or more Wholly-Owned Subsidiaries or any Person that directly or indirectly holds all of the capital stock of the Purchaser Affiliates to (i) purchase specified Assets (including specified Assigned Contracts) or the Shares), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified certain Transferred Employees (other than Share Transfer Employees) or Transitional Employees on and after the Closing Date (any Person such Affiliate of the Purchaser that shall be properly designated by the Purchaser in accordance with this clause, a “Designated Purchaser”); it being understood and agreed, however, that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (xy) such Designated Purchaser being able to perform the applicable covenants under Sections 2.1.6(d) and Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy CodeCode (to the extent applicable), including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts Contracts, and (yz) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which the Purchaser is liable pursuant to Article VITaxes) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased Assets, assumed the Assumed Liabilities or and/or employed the Transferred Employees or Transitional Employees, and which Liability is not fully reimbursed by or on behalf of the Purchaser. No such designation shall relieve the Purchaser of any of its obligations to the Sellers hereunder. Any breach hereof by a Designated Purchaser shall be deemed a breach by Purchaser. The Purchaser and the EMEA Sellers each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. The above designation shall be made by the Purchaser by way of a written notice to be delivered to the Sellers as soon as reasonably practicable after the date hereof and in no event later than the ninetieth thirtieth (90th30th) day after prior to the date hereofClosing Date, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) or Transitional Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in a form acceptable to the Main Sellers, agreeing to be bound by the terms of this Agreement and authorizing the Purchaser to act as such Designated Purchaser(s)’ agent for all purposes hereunder.

Designated Purchasers. The (a) In connection with its respective Closing, each Purchaser shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.41.8, one (1) or more Wholly-Owned Subsidiaries Affiliates (of each such Purchaser or of any Person that directly of its respective Investors) to exercise such Purchaser’s rights or indirectly holds all of the capital stock of the Purchaser obligations to (i) purchase specified in the case of the OpCo Purchaser, acquire the OpCo Acquired Assets and assume the OpCo Assumed Liabilities, in accordance with Section 1.1 and 1.4 and all of the other terms of this Agreement that are applicable generally to the OpCo Sale (including specified Assigned Contracts) or the SharesSection 6.3), and (ii) in the case of the PropCo Purchaser, acquire the PropCo Acquired Assets and assume specified the PropCo Assumed Liabilities, and/or in accordance with the Plan and all of the other terms of this Agreement that are applicable generally to the PropCo Sale (iii) employ identified Transferred Employees (other than Share Transfer Employees) on and after the Closing Date (any Person each such Affiliate that shall be is properly designated by the a Purchaser in accordance with this clauseSection 1.8, a “Designated PurchaserDesignee”); it being understood and agreed, however, provided that any such right of the Purchaser to designate a Designated Purchaser is conditioned upon (x) no such Designated Purchaser being able to perform designation would materially delay any Closing or the covenants under Sections 2.1.6(d) and Section 2.1.7 and Article VII and demonstrate satisfaction consummation of the requirements Plan or materially and adversely affect the receipt of section 365 of the U.S. Bankruptcy Code, including the provision of adequate assurance for future performance, with respect to the Assumed and Assigned Contracts any regulatory approval and (y) any Designee(s) of OpCo Purchaser shall, to the extent required by the terms thereby, also be added as a “borrower” or “guarantor” under the OpCo Term Loan B Credit Agreement. At and after the applicable Closing, each Purchaser shall, or shall cause its respective Designee(s) to, honor such designation Purchaser’s obligations and be subject to the other terms of the Agreement at and from and after such applicable Closing, and the applicable Purchaser shall not creating be relieved of any Liability (including or obligation hereunder until satisfaction of such Liability or obligation by such Designee(s). After such applicable Closing, any Liability relating reference to Taxes other than Taxes for which the a Purchaser is liable pursuant to Article VI) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Purchased Assets, assumed the Assumed Liabilities or employed the Transferred Employees. No such designation shall relieve the Purchaser of any of its obligations to the Sellers and the EMEA Sellers hereunder. The above designation shall be made by the Purchaser by way of a written notice to be delivered to the Sellers as soon as reasonably practicable and in no event later than the ninetieth (90th) day after the date hereof, which written notice shall contain appropriate information about the Designated Purchaser(s) and shall indicate which Assets, Shares, Assumed Liabilities and Transferred Employees (other than the Share Transfer Employees) the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder and include a signed counterpart to this Agreement in respect of any purchase, assumption or employment referred to in this Agreement shall be deemed to include reference to such Purchaser’s Designee(s), if any. For the avoidance of doubt, by agreeing to honor a form acceptable Purchaser’s obligations pursuant to the Main Sellersthis Section 1.8(a), agreeing a Designee agrees to be bound by the terms of this Agreement and authorizing the all obligations applicable to such Purchaser to act as such Designated Purchaser(s)’ agent for all purposes hereunderincluding those covenants contained in Article VI.