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.
The Sellers shall have (and Buyer and the Designated Buyers grant) all rights of entry onto the Purchased Real Property necessary for the Sellers to maintain the Transferred Permits and Licenses prior to transfer.
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.
The Sellers, Buyer (and any Designated Buyers), Sellers’ Representative and ReorgCo are referred to herein individually as a “Party” and collectively as the “Parties”.
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.
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.
All assets, properties, rights, interests or claims of any kind or description of the Sellers other than the Acquired Assets shall be deemed “Excluded Assets” and nothing in this Agreement shall be deemed to constitute an agreement to sell, transfer, assign or convey any Excluded Assets to Buyer or the Designated Buyers.
At the Closing, (a) Buyer shall pay an amount in cash equal to the Purchase Price minus the Minimum Deposit by wire transfer of immediately available funds to the Agent in an account designated by the Agent, as consideration for (i) the Agent’s consent to the Company entering into this Agreement, (ii) designation of Buyer or the Designated Buyers as the purchaser of the Acquired Assets and (iii) the Acquired Assets, and (b) the Company shall apply the Minimum Deposit to an account designated by the Agent.