Examples of Buyer Designee in a sentence
Notwithstanding the foregoing or anything to the contrary set forth herein, the foregoing shall not apply in the event of Fraud or intentional misrepresentation or to any claims or rights of Buyer, any Buyer Designee, any Affiliate of Buyer or any other Person arising out of Fraud or intentional misrepresentation.
Without limiting the foregoing, each Party shall comply with all applicable Law in connection with the transfer of the Business Employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements.
Buyer hereby waives compliance by Seller and any Subsidiary with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction (collectively, the “Bulk Sales Laws”), including Article 6 of the California Uniform Commercial Code, in each case that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer or a Buyer Designee.
Notwithstanding any such assignment or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain liable for, and any such assignment or execution shall not relieve Buyer of, its obligations hereunder or thereunder.
On the Closing Date, the Parties shall accomplish all the formalities for the transfer of the Italian Business from Seller or a Subsidiary to Buyer or Buyer Designee, including by entering into the Notarial Deed before the Notary Public, it being understood that such Notarial Deed shall not novate, modify or amend in any manner whatsoever the provisions of this Agreement, which will remain in full force and effect.