Examples of Designated Buyers in a sentence
Buyer acknowledges that it or the relevant Designated Buyers, as applicable, must provide adequate assurance of future performance under the Assumed Contracts and the Assumed Leases and agrees that it shall, and shall cause its Affiliates to, cooperate with the Sellers in connection with furnishing information or documents to the Sellers to satisfy the requirements of section 365(f)(2)(B) of the Bankruptcy Code.
Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer and/or the relevant Designated Buyers are assuming only the Assumed Liabilities and are not assuming any other Liability of the Sellers or any of their Affiliates of whatever nature, whether presently in existence or arising hereafter and whether or not related to the Purchased Assets or the Purchased Business.
Except for the obligations and Liabilities specifically assumed by Buyer or the relevant Designated Buyers in this Section 2.03, Buyer and the Designated Buyers shall not be deemed to have assumed or agreed to be responsible for any Seller’s, or any of its Affiliates’, Liabilities, whether or not arising out of the ownership and operation of the Purchased Assets or the Purchased Business.
The Sellers agree to diligently provide any cooperation reasonably requested by Buyer to bring about the transfer of the Transferred Permits/Licenses (including the appointment of Buyer and/or the relevant Designated Buyers, as applicable, as approved operator).
Buyer shall, and shall cause the relevant Designated Buyers to, comply with all requirements of section 365 of the Bankruptcy Code necessary to permit such assignment and/or assumption.
The Sellers, Buyer (and any Designated Buyers), Sellers’ Representative and ReorgCo are referred to herein individually as a “Party” and collectively as the “Parties”.
As reasonably required by a Party in order to effectuate the transactions contemplated by this Agreement, each Party shall also execute and deliver at (and after) the Closing such other assignments, bills of sale, certificates of title and other documents, and shall take such other actions, as are necessary or appropriate, to transfer the Purchased Assets to Buyer and/or the relevant Designated Buyers and otherwise implement and make effective the transactions contemplated by this Agreement.
No provision of this Agreement is intended to confer any rights, benefits, remedies, or Liabilities hereunder upon any Person other than the Parties, the Designated Buyers and their respective successors and assigns; provided that the Non-Party Affiliates are express third party beneficiaries of Section 12.16.
Buyer shall, and shall cause the relevant Designated Buyers to, comply with all requirements of Section 365 of the Bankruptcy Code necessary to permit such assignment and assumption.
From the Effective Date through the Closing, the Sellers and Buyer shall reasonably cooperate with one another and use commercially reasonable efforts to cause Buyer or, if applicable, the Designated Buyers, to obtain by the Closing Date (i) all material Licenses listed on Schedule 7.13 and (ii) coverage for Workers’ Compensation Liabilities.