Buyer Designee. The Parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. 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. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.
Buyer Designee. (a) The Parties agree that Buyer may assign the right to acquire and pay for certain of the Purchased Assets or to assume certain of the Purchased Liabilities to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. For the avoidance of doubt, any Taxes triggered by the assignment of rights or assumption of liabilities under this Agreement shall be solely borne by Buyer and Section 2.6(b) shall not apply in this respect, unless such Taxes are saved upon Closing and would have otherwise been triggered upon Closing had the assignment not occurred. Notwithstanding any such assignment or assumption or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain jointly and severally liable in addition to such Buyer Designee for, and any such assignment or execution shall not relieve Buyer of, all liabilities and obligations of Buyer and the Buyer Designees under or in connection with this Agreement and the Collateral Agreements. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.
Buyer Designee. 3 1.15. Buyer's Parent........................................................................................4 1.16. Closing...............................................................................................4 1.17. Closing Date..........................................................................................4 1.18. Coal Act..............................................................................................4 1.19. Code..................................................................................................4 1.20.
Buyer Designee. At the Closing, notwithstanding anything to the contrary herein Buyer may in its sole discretion designate to any of its Affiliates its right to purchase the Shares pursuant to the terms of this Agreement; provided, that no such designation shall relieve Buyer of its obligations under this Agreement.
Buyer Designee. The Parties agree that the Buyer may assign the right to purchase certain of the Transferred Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Transaction Agreement, provided if such assignment is to a Buyer Designee not set forth on Schedule 2.9 and such assignment increases the amount required to be withheld pursuant to Section 2.8, the Buyer and/or Buyer Designee shall, at the Buyer’s sole discretion, (i) not assign the Transferred Assets to such Buyer Designee(s) or (ii) pay the Sellers an amount such that the Seller receives, after tax and any other liabilities resulting from such assignment, the same amount such Seller would have received had no assignment been made. Notwithstanding any such assignment or execution of a Transaction Agreement by a Buyer Designee, the Buyer shall remain liable for, and any such assignment or execution shall not relieve the Buyer of, its obligations hereunder or thereunder. Any reference to the Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.
Buyer Designee a. Buyer hereby designates Buyer Designee as the Affiliate of Buyer to whom the Purchased Property is to be conveyed as of the Closing Date pursuant to Section 5.6 of the Purchase Agreement; provided, however, that the foregoing shall in no way limit the application of Section 5.6, 14.5 or 20.12 of the Purchase Agreement. Sellers expressly waive the three day notice requirement set forth in Section 5.6 of the Purchase Agreement with respect to the designation of Buyer Designee.
Buyer Designee. Buyer may designate an affiliated entity to acquire any portion of the ownership interests of the Shareholders in Unirez. 4.
Buyer Designee. Prior to, and in any event at least 15 days in advance of, the Closing, Buyer may designate, with the consent of Seller, Buyer Israeli Subsidiary to, at the Closing, pay a designated portion of the Estimated Upfront Purchase Price pursuant to Section 2.05 related to the Transferred Assets; provided, however, that no such designation will in any event limit or affect the obligations of Buyer under this Agreement to the extent not performed by Buyer Israeli Subsidiary. (c) Transferred Assets Subject to Third-Party Consents. To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer Israeli Subsidiary of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of eighteen months after the Closing Date, the parties shall use commercially reasonable efforts to cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither Seller nor any of its Affiliates shall be required to pay any consideration or make any concession therefor. If such authorization, approval, consent or waiver is obtained, Seller shall cause Asset Transferring Affiliate to assign, transfer, convey or deliver any such Transferred Asset to Buyer Israeli Subsidiary at no additional cost. If such authorization, approval, consent or waiver is not obtained, Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the Purchase Price be reduced or Seller or its Affiliates be subject to any liability on account of the failure to obtain any such authorization, approval, consent or waiver. Pending the earlier of obtaining such authorization, approval, consent or waiver or the expiration of such eighteen-month period,
Buyer Designee. Buyer shall cause Buyer Designee to execute, deliver and perform its obligations under each Ancillary Agreement to which Buyer Designee is a party (if any).
Buyer Designee. The Buyer hereby designates MVI -------------- Acquisition Co., a Delaware corporation, as its designated affiliate for the purchase of the Shares of New MVI and of Mallinckrodt Veterinary Asia, Inc., upon the terms and subject to the conditions set forth in the Stock Purchase Agreement.
