Common use of Designated Purchasers Clause in Contracts

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 Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred 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 (y) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance with respect to the Assumed and Assigned Contracts and (z) 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 Assets, assumed the Assumed Liabilities 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 hereunder. Any breach hereof by a Designated Purchaser shall be deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, the Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that the Parties agree that such notice may be amended and/or updated by the Purchaser from time to time to the extent there is a relevant material change in the information provided by the Sellers with respect to the jurisdictions in which the Assets are located. Such notice shall, (x) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual (and if there is any intention to change such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser and (y) (i) indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, (ii) include a signed counterpart or an accession agreement to this Agreement, in either case in a form reasonably acceptable to the Main Sellers, whereby such Designated Purchaser agrees 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closing.

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 Affiliates of the Purchaser Wholly-Owned Subsidiaries to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred specified Transferring 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 (yx) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance performance, with respect to the Assumed and Assigned Contracts and (zy) 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 Assets, assumed the Assumed Liabilities 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, assumed the Purchaser or relevant specified Liabilities and/or employed 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 maderelevant specified Transferring 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 the 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 has designated the Person(s) listed on Exhibit 2.4 as the Designated Purchaser(s) hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, the The Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; Sellers as soon as reasonably practicable after the date hereof and in no event later than the fifteenth (15th) day prior to the Closing Date, (i) may amend Exhibit 2.4, provided, however, that the Parties agree that such notice may be amended and/or updated by the Purchaser from time to time to the extent there is a relevant material change in the information provided by the Sellers with respect to the jurisdictions in which the Assets are located. Such notice shall, (x) for any Designated Purchasers other than the Confirmed Designated Purchasers, Exhibit 2.4 shall contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual (and if there is any intention to change ) listed on such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser amended Exhibit 2.4; and (yii) (i) shall indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Transferring Employees the Purchaser intends such the Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, . (iic) include The Purchaser shall deliver to the Sellers as soon as reasonably practicable after the date hereof and in no event later than the fifteenth (15th) day prior to the Closing Date a signed counterpart or an accession agreement to this Agreement, in either case Agreement in a form reasonably acceptable to the Main Sellers, whereby signed by such Designated Purchaser agrees Purchaser(s), 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closinghereunder.

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 Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred 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 (y) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance with respect to the Assumed and Assigned Contracts and (z) 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 Assets, assumed the Assumed Liabilities 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 hereunder. Any breach hereof by a Designated Purchaser shall be deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, the Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that the Parties agree that such notice may be amended and/or updated by the Purchaser from time to time to the extent there is a relevant material change in the information provided by the Sellers with respect to the jurisdictions in which the Assets are located. Such notice shall, (x) for any Designated Purchasers other than the Confirmed Designated Purchasers, shall contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual (and if there is any intention to change such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser and (y) shall (i) indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, (ii) include a signed counterpart or an accession agreement to this Agreement, in either case in a form reasonably acceptable to the Main Sellers, whereby such Designated Purchaser agrees 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (Ax) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (By) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (Ax) and (By) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closing.

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 Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred specified Transferring 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 (yx) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance performance, with respect to the Assumed and Assigned Contracts and (zy) 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 Assets, assumed the Assumed Liabilities 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, assumed the Purchaser or relevant specified Liabilities and/or employed 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 maderelevant specified Transferring 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 the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, The above designation shall be made by the Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that Sellers as soon as reasonably practicable after the Parties agree that such notice may be amended and/or updated by date hereof and in no event later than the Purchaser from time to time fifteenth (15th) day prior to the extent there is a relevant material change in the information provided by the Sellers with respect to the jurisdictions in Closing Date, which the Assets are located. Such written notice shall, (x) for any Designated Purchasers other than the Confirmed Designated Purchasers, shall contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual () and if there is any intention to change such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser and (y) (i) shall indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Transferring Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder. (c) The Purchaser shall deliver to the Sellers with the written notice provided in Section 2.4(b), (ii) include a signed counterpart or an accession agreement to this Agreement, in either case Agreement in a form reasonably acceptable to the Main Sellers, whereby signed by such Designated Purchaser agrees Purchaser(s), 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closinghereunder.

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 Affiliates of the Purchaser Wholly-Owned Subsidiaries to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred 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 (yx) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance performance, with respect to the Assumed and Assigned 365 Contracts and (zy) 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 Assets, assumed the Assumed Liabilities 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, assumed the Purchaser or relevant Specified Employee Liabilities and/or employed 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 maderelevant 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 the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations delegated or assigned to or assumed by any of them hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, . The above designation shall be made by the Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that Sellers as soon as reasonably practicable after the Parties agree that such notice may be amended and/or updated by the Purchaser from time to time to the extent there is a relevant material change date hereof and in the information provided by the Sellers with respect to the jurisdictions in which the Assets are located. Such notice shall, (x) for any Designated Purchasers other no event later than the Confirmed Designated Purchasersearlier of thirty (30) days after the date hereof and fifteen (15) Business Days before Closing, which written notice shall contain appropriate information about the Designated Purchaser(s)) (including legal name, including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the and actual and (and if there is any intention to change such residence on or prior to Closing proposedClosing) proposed jurisdiction of Tax residence of the such Designated Purchaser Purchaser(s) and (y) (i) shall indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, (ii) hereunder and include a signed counterpart or an accession agreement to this Agreement, in either case Agreement in a form reasonably acceptable to the Main Sellers, whereby such Designated Purchaser agrees 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closinghereunder.

Designated Purchasers. (a) The 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 Affiliates (of the each such Purchaser or of any of its respective Investors) to exercise such Purchaser’s rights or 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 ContractsSection 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 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 (x) no such designation would materially delay any such right Closing or the consummation of the Purchaser to designate a Designated Purchaser is conditioned upon Plan or materially and adversely affect the receipt of any regulatory approval and (y) such Designated any Designee(s) of OpCo Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article VII and demonstrate satisfaction of the requirements of section 365 of the U.S. Bankruptcy Code (shall, to the extent applicable)required by the terms thereby, including also be added as a “borrower” or “guarantor” under the provision of adequate assurance for future performance with respect 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 Purchaser’s obligations and be subject to the Assumed other terms of the Agreement at and Assigned Contracts from and (z) any after such designation 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 made in this Agreement in respect of any purchase, assumption or employment referred to Article VI) for the Sellers or their Affiliates that would not have existed had the Purchaser purchased the Assets, assumed the Assumed Liabilities 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”) in this Agreement shall be deemed to satisfy the foregoing conditions and may be a Designated include reference to such Purchaser. Subject to Section 6.2(c’s Designee(s), if any. For the designation avoidance of doubt, by agreeing to honor a Confirmed Designated Purchaser’s obligations pursuant to this Section 1.8(a), a Designee agrees to be bound by all obligations applicable to such 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 hereunder. Any breach hereof by a Designated Purchaser shall be deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunderincluding those covenants contained in Article VI. (b) As soon as reasonably practicable and Subject to clause (x) of the proviso in no event later than twenty (20) days prior to the Closing DateSection 1.8(a), the designation of a Designee in accordance with this Section 1.8 shall be made by a Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that the Parties agree that such notice may be amended and/or updated by the Purchaser from time to time Sellers in no event later than two days prior to the extent there is applicable Closing. From and after the Effective Date, OpCo Purchaser shall use commercially reasonable efforts to keep the Company and the PropCo Purchaser informed on a regular basis of any changes to the organizational structure of OpCo Purchaser and its Subsidiaries intended to be in place at and immediately after the OpCo Closing. (c) If required under applicable Law, in lieu of the OpCo Purchaser transferring the relevant material change portion of the OpCo-Company Closing Date Payment to the Company, a Designee of OpCo Purchaser will transfer such portion of the OpCo-Company Closing Date Payment to its corresponding local Company Affiliate, which portion such Designee may pay in the information provided applicable local currency, converted from U.S. dollars at the exchange rate published by the Sellers with respect Bloomberg as of (or as close as practicable to) two Business Days prior to the jurisdictions in which the Assets are located. Such notice shall, (x) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual (and if there is any intention to change such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser and (y) (i) indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, (ii) include a signed counterpart or an accession agreement to this Agreement, in either case in a form reasonably acceptable to the Main Sellers, whereby such Designated Purchaser agrees 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the ClosingDate.

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 2.42.5, one or more Affiliates of the Purchaser to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified certain Transferred 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 (y) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance performance, with respect to the Assumed and Assigned Contracts Contracts, and (z) 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 Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees or Transitional 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 hereunder. Any breach hereof by a Designated Purchaser shall be deemed a breach by the Purchaser. The Purchaser and each Designated Purchaser shall be jointly and severally liable for any obligations assumed by any of them hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, . The above designation shall be made by the Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that Sellers as soon as reasonably practicable after the Parties agree that such notice may be amended and/or updated by date hereof and in no event later than the Purchaser from time to time thirtieth (30th) day prior to the extent there is a relevant material change in the information provided by the Sellers with respect to the jurisdictions in Closing Date, which the Assets are located. Such written notice shall, (x) for any Designated Purchasers other than the Confirmed Designated Purchasers, shall contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual () and if there is any intention to change such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser and (y) (i) shall indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Employees or Transitional Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, (ii) hereunder and include a signed counterpart or an accession agreement to this Agreement, in either case Agreement in a form reasonably acceptable to the Main Sellers, whereby such Designated Purchaser agrees 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closinghereunder.

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 Affiliates of the Purchaser, the EMEA Purchaser or one or more Affiliates of the EMEA Purchaser to (i) purchase specified Assets (including specified Assigned Contracts), (ii) assume specified Assumed Liabilities, and/or (iii) employ identified Transferred 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 (yx) such Designated Purchaser being able to perform the applicable covenants under Section 2.1.7 and Article ARTICLE VII and demonstrate satisfaction of the applicable requirements of section Section 365 of the U.S. Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance performance, with respect to the Assumed and Assigned Contracts and (zy) 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 relevant Assets, assumed the Assumed relevant Specified Employee Liabilities and/or employed the relevant 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)In addition, if 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 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 hereunder. Any hereunder and any breach hereof by a Designated Purchaser shall be deemed a breach by the Purchaser. The 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 any of them hereunder. (b) As soon as reasonably practicable and in no event later than twenty (20) days prior to the Closing Date, The above designation shall be made by the Purchaser shall make the designation referenced in Section 2.4(a) by way of a written notice to be delivered to the Sellers; provided, however, that Sellers as soon as reasonably practicable after the Parties agree that such notice may be amended and/or updated by date hereof and in no event later than the Purchaser from time to time fifteenth (15th) day prior to the extent there is a relevant material change in the information provided by the Sellers with respect to the jurisdictions in Closing, which the Assets are located. Such written notice shall, shall (xi) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain appropriate information about the Designated Purchaser(s), including the legal name of the Designated Purchaser, the jurisdiction of incorporation or formation of the Designated Purchaser, the actual (and if there is any intention to change such residence on or prior to Closing proposed) jurisdiction of Tax residence of the Designated Purchaser and (y) (iii) indicate in reasonable detail which Assets, Assumed Liabilities and Transferred Employees the Purchaser intends such Designated Purchaser(s) to purchase, assume and/or employ, as applicable, hereunder, hereunder and (iiiii) include a signed counterpart or an accession agreement to this Agreement, in either case Agreement in a form reasonably acceptable to the Main Sellers, whereby such Designated Purchaser agrees 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 and (iii) for any Designated Purchasers other than the Confirmed Designated Purchasers, contain such reasonable evidence as the relevant Seller may reasonably require to demonstrate that any such designation will not (A) create any liability relating to Taxes for any Seller or any Affiliate thereof or any member of the Sellers’ group that would not have existed had the Purchaser purchased the relevant Asset, assumed the relevant Assumed Liability or employed the relevant Transferred Employee and (B) reduce the amount of consideration actually received by any Seller whether as a result of any deduction or withholding for or on account of Tax or otherwise, where such reduction would not have occurred had the purchase, assumption and/or employment (as relevant) been made by the Purchaser, in each of clauses (A) and (B) which cost is not fully reimbursed by the Purchaser or a Designated Purchaser at the Closinghereunder.