Common use of Buyer Designee Clause in Contracts

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. (b) Schedule 2.7 sets forth Buyer’s final acquisition structure including the jurisdictions of organization of the entities within such structure. The Parties agree that the acquisition structure reflected in Schedule 2.7 shall not be materially altered after the date hereof and prior to the Closing Date and Buyer does not have any plans to change such structure as of the date hereof. Section 5.4(b)(ii) shall remain unaffected hereby.