Common use of Designated Purchasers Clause in Contracts

Designated Purchasers. (a) Purchaser shall be entitled to designate in writing within 20 (twenty) Business Days of the date hereof one or more of its (directly or indirectly) wholly owned Affiliates as designees which shall, instead of Purchaser, acquire the DivestCo Shares (each such entity a "Designated Purchaser"). Purchaser shall procure that it is entitled to make any payment of a portion of the Initial Purchase Price and the Final Purchase Price owed to Seller on behalf of the Designated Purchasers as paying agent. Purchaser shall, furthermore, procure that it is entitled and/or authorised to receive any Adjustment Payment and any other payment owed to any of the Designated Purchasers under or in connection with this Agreement on behalf of such Designated Purchaser. Each Designated Purchaser shall be deemed to be included in the term "Purchaser" hereunder. (b) Any designation of a Designated Purchaser in accordance with this clause 10.5 shall not release Purchaser from its obligations under this Agreement. (c) Any Designated Purchaser shall be notified to the respective Governmental Entity for clearance in the course of obtaining the BCA Clearance Condition and the SPA Clearance Condition and shall not be changed or exchanged by Purchaser once approved by the Governmental Entity.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Linde PLC), Sale and Purchase Agreement (Praxair Inc)

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Designated Purchasers. (a) Notwithstanding any other provision of this Agreement, with respect to the Indian Shares to be purchased from the Indian Equityholders, upon prior written notice to the Company, Purchaser shall be entitled to designate in writing within 20 one or more Affiliates of Purchaser (twenty) Business Days whether or not existing as of the date hereof one or more of its (directly or indirectlyhereof) wholly owned Affiliates as designees which shall, instead of Purchaser, acquire the DivestCo Shares a designated purchaser hereunder (each such entity designee, a "Designated Purchaser"). Purchaser The designation contemplated hereby shall procure that it is entitled to make any payment of a portion of set forth the Initial Purchase Price and the Final Purchase Price owed to Seller on behalf name of the Designated Purchasers as paying agent. Purchaser shall, furthermore, procure that it is entitled and/or authorised to receive any Adjustment Payment and any other payment owed to any of the Designated Purchasers under or in connection with this Agreement on behalf of Indian Shares such Designated PurchaserPurchaser is to acquire at the Closing. Each Upon the designation contemplated hereby, each Designated Purchaser shall be deemed a Purchaser for purposes of this Agreement in connection with the acquisition of the applicable Indian Shares (and any reference to Purchaser herein in connection therewith shall automatically be deemed to be included in the term "a reference to such Designated Purchaser" hereunder. (b) Any designation of a and such Designated Purchaser in accordance with this clause 10.5 shall not release Purchaser from its automatically be assigned the rights and obligations under this Agreement. (c) Any Agreement necessary in connection with such designation; provided, however, that Purchaser shall remain liable and responsible for any and all obligations and liabilities of Purchaser hereunder, including all payment obligations of Purchaser, as if such designation did not occur. Unless Purchaser otherwise provides written notice of a change to the Designated Purchaser, the Designated Purchaser shall be notified to the respective Governmental Entity Virtusa Consulting Services Private Limited and Virtusa Software Services Private Limited for clearance in the course of obtaining the BCA Clearance Condition and the SPA Clearance Condition and shall not be changed or exchanged by Purchaser once approved by the Governmental Entityall Indian Shares.

Appears in 1 contract

Samples: Equity Purchase Agreement (Virtusa Corp)

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Designated Purchasers. The Purchaser shall notify the US Seller of the appointment of one or more Designated Purchasers, if any, no later than 15 Business Days prior to the Closing, which notice shall include (ai) the name, legal form, jurisdiction of incorporation or formation, as applicable, and address of the registered office for each Designated Purchaser, and (ii) the portion of the Purchased Assets which shall be acquired by each Designated Purchaser. The appointment by the Purchaser of any Designated Purchaser shall be entitled strictly limited to designate in writing within 20 (twenty) Business Days the purpose of the date hereof one or more of its (directly or indirectly) wholly owned Affiliates as designees which shall, instead of Purchaser, acquire the DivestCo Shares (each such entity a "Designated Purchaser"). Purchaser shall procure that it is entitled to make any payment of being transferred a portion of the Initial Purchase Price Purchased Assets and shall in no event release the Final Purchase Price owed to Seller on behalf Purchaser from any of its obligations hereunder or create any right in favor of any such Designated Purchaser other than being transferred a portion of the Designated Purchasers as paying agentPurchased Assets at Closing. In no event shall the appointment by the Purchaser shall, furthermore, procure that it is entitled and/or authorised to receive of any Adjustment Payment and any other payment owed to any of the Designated Purchasers under or in connection with this Agreement on behalf of such Designated Purchaser. Each Designated Purchaser shall be deemed result in any additional cost or expense (including in respect of Taxes) to be included in the term "Purchaser" hereunder. (b) Any designation of a Designated Purchaser in accordance with this clause 10.5 shall not release Purchaser from its obligations under this Agreement. (c) Sellers. Any Designated Purchaser shall be notified bound vis-à-vis the Sellers to perform the respective Governmental Entity obligations of the Purchaser in connection with or as a result of the portion of the Purchased Assets it has acquired. The Purchaser shall be jointly and severally liable with the Designated Purchasers for clearance in the course performance of obtaining the BCA Clearance Condition any of their obligations under this Agreement and the SPA Clearance Condition and shall not be changed or exchanged by Purchaser once approved by the Governmental EntityAncillary Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Building Products, Inc.)

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