Permitted Designees Clause Samples

Permitted Designees. In the event that Purchaser elects to cause any Permitted Designee to acquire any of the Equity Interests at the Closing, Purchaser shall ensure that any such Permitted Designee has the requisite corporate power and authority to execute, deliver and perform the Agreement and each Ancillary Agreement to which such Permitted Designee is a party and shall deliver a certificate to Sellers at the Closing setting forth representations and warranties relating to such Permitted Designee comparable to the representations and warranties regarding Purchaser set forth in the first and last sentences of Section 4.01, Section 4.02 and clause (i) of Section 4.04(a), it being agreed and acknowledged that such representations and warranties shall be subject to the provisions of Article VIII and Article X as if such representations and warranties were made by the Purchaser.

Permitted Designees. Each Standby Purchaser may designate to one or more of its affiliates the right to purchase all or a portion of the Common Stock purchasable by such Standby Purchaser hereunder; provided that each such designee is an “accredited investor” (as that term is defined in Regulation D promulgated under the Securities Act) and satisfies such other investor suitability requirements as may be determined by the Board in its discretion. All references in this Agreement to a “Standby Purchaser” shall mean such Standby Purchaser and each permitted designee of such Standby Purchaser.

Permitted Designees. Subject to the prior written approval of MCC, the Government may designate one or more entities to implement and perform some or all of the Government’s obligations or to exercise any rights of the Government under this Agreement (each such entity, a “Permitted Designee”); provided that such a designation will not relieve the Government of any obligations and rights under this Agreement, for which the Government will retain full responsibility. (i) The Government hereby designates the Ministry of Water and Irrigation (“MWI”) to manage the implementation of the Activities including entering into and managing the Service Provider Contracts on behalf of the Government. The Government hereby confirms to MCC that MWI has the authority to bind the Government with regard to all Activities. MCC hereby acknowledges and consents to the designation of MWI as contemplated by this Section 2.2(b)(i). (ii) The Government hereby designates the Government Tenders Directorate (“GTD”), of the Ministry of Public Works, to manage the procurement of the Activities. GTD has the authority to bind the Government with regard to all Activities. MCC hereby acknowledges and consents to the designation of GTD as contemplated by this Section 2.2(b)(ii). (iii) The Government intends to establish an accountable entity that will implement the programs under a Compact and such entity shall be thereafter referred to as “MCA-Jordan.” Upon establishment of MCA-Jordan, the Government will promptly take all necessary or appropriate actions to enable MCA-Jordan to carry out the Government’s obligations or exercise rights of the Government hereunder, as applicable, and which may include an assignment of the rights previously designated to any other Permitted Designee. The “Accountable Entity” referenced in the MCC Governance Guidelines will be deemed to refer to MCA-Jordan, and all obligations assigned to the “Accountable Entity” in the MCC Governance Guidelines will be obligations of MCA-Jordan.