Designated Purchaser. After the date of this Agreement but not less than five (5) Business Days prior to the Closing Date, the Purchaser may, upon prior written notice to the Seller, designate (a “Designation”) either one or more wholly-owned subsidiaries of the Purchaser, whether or not existing as of the date hereof, as a “Designated Purchaser” hereunder (each such Person, a “Designated Purchaser”). The Designation shall set forth: (a) the name of the Designated Purchaser, (b) the jurisdiction of organization of the Designated Purchaser, (c) the Company Shares or Holdco Shares that the Designated Purchaser shall acquire at the Closing and (d) an acknowledgment of the Designation by the Designated Purchaser in accordance with the following sentence. Upon the Designation, each Designated Purchaser shall be deemed a “Purchaser” for purposes of this Agreement in connection with the acquisition of such Shares (and any reference to “Purchaser” herein in connection therewith shall automatically be deemed to include reference to such Designated Purchaser) and such Designated Purchaser shall automatically be assigned the rights and obligations under this Agreement necessary in connection with such Designation; provided, that following such Designation: (i) the Purchaser shall be jointly and severally liable with each such Designated Purchaser (on the one hand) to the Seller (on the other hand) for all such rights and obligations so assigned to such Designated Purchaser and (ii) the Purchaser shall cause each Designated Purchaser to appoint either the Purchaser or another Designated Purchaser (or in the event there is only one Designated Purchaser, such Designated Purchaser) as its agent in connection with the exercise of its rights and remedies under this Agreement. No such Designation shall relieve the Purchaser of its obligations hereunder.
Designated Purchaser. Prior to the Closing, Subscriber may, upon not less than twenty (20) days’ prior written notice to the Company, assign its rights and obligations, in whole or in part, under this Agreement to one or more wholly-owned affiliates of Subscriber (each, a “Designated Purchaser”) for the purpose of carrying out the transactions contemplated hereby; provided, however, that (a) such assignment shall be effective only if each such Designated Purchaser provides the Company with written acceptance thereof, in form and substance acceptable to the Company, prior to the Closing, (b) if the Owners’ and Directors’ Test applies, such assignment shall be conditional on approval of the English Football League of such Designated Purchaser in connection with the Owners’ and Directors’ Test and, (c) except as may otherwise be agreed by Subscriber and the Company, Subscriber shall be and remain jointly and severally liable for all obligations of Subscriber and each such Designated Purchaser under this Agreement and all documents and instruments to be executed and delivered by Subscriber or each such Designated Purchaser pursuant hereto.
Designated Purchaser. The Designated Purchaser may become a party to this Agreement by unilateral (notarized) declaration. Subject to Section 13.11 (b), all rights and obligation under this Agreement shall be assumed by Designated Purchaser to the extent they relate to the acquisition of the respective Companies by the respective Designated Purchaser. AMENDMENT AGREEMENT
Designated Purchaser. The Purchaser designated from time to time by the Requisite Holders (the "Designated Purchaser") shall have the power to take all actions that the Purchasers have under the Purchase Documents and by law, including the power to exercise the Purchasers' rights and remedies under the Purchase Documents and by law during the continuance of an Event of Default. As of the Initial Closing, the Purchasers, by executing this Agreement, designate Agility Capital, LLC (the "Initial Designated Purchaser") as the Designated Purchaser. The Designated Purchaser may resign as "Designated Purchaser" upon 45 days notice to the Purchasers. If Designated Purchaser resigns under this Agreement, the Requisite Holders shall appoint a successor Designated Purchaser. If no successor Designated Purchaser is appointed prior to the effective date of the Designated Purchaser's resignation, the Designated Purchaser may appoint a successor Designated Purchaser. Notwithstanding the resignation of Designated Purchaser or any removal of Designated Purchaser by the Purchasers, the rights of the Designated Purchaser so resigning or removed to reimbursement and indemnification shall survive such resignation or removal. As consideration for the Initial Designated Purchaser to act as Designated Purchaser, Company hereby agrees to pay, on or prior to the Initial Closing, to the Initial Designated Purchaser for its separate account, and not for the account of any other Purchaser or any subsequent Designated Purchaser, the fees in the amounts set forth in the side letter agreement dated of even date herewith between the Company and the Initial Designated Purchaser. Any provision to the contrary contained elsewhere in this Agreement or in any other Purchase Document, Designated Purchaser shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Designated Purchaser have or be deemed to have any fiduciary relationship with any Purchaser. Except as otherwise expressly provided herein or in any other Purchase Document, Designated Purchaser shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Designated Purchaser is expressly entitled to take hereunder or thereunder. Designated Purchaser is authorized to exercise all rights and remedies of the Purchasers under this Agreement and the other Purchase Documents, provided that, absent exigent ci...
Designated Purchaser. An affiliate of Purchasers selected by Purchasers to purchase and/or acquire any of the Purchased Assets.
Designated Purchaser. If Swedish Match is required to purchase any C&E Shares upon the exercise of a Put Right, or has the right to purchase any C&E Shares upon the exercise of a Call Right, Swedish Match may, at its option, designate one or more of its Affiliates to purchase all or a portion of such C&E Shares. In such event, Swedish Match shall cause its designee to pay the applicable Put Price or Call Price, as the case may be, and shall be liable for the performance by its designee of all obligations with respect to the purchase of the C&E Shares pursuant to the exercise of the Put Right or Call Right, as the case may be.
Designated Purchaser. The parties agree that MEGTEC has designated MEGTEC Systems Amal AB, a Swedish limited liability company ("MEGTEC Amal") as a Designated Purchaser to purchase all of the Purchased Assets owned by Balxxxx Xxxx xxd to assume and thereafter pay, perform or discharge all of the Assumed Liabilities of Balxxxx Xxxx, xll as provided for in the Purchase Agreement.
Designated Purchaser. ICO shall have the right to designate a third party (the "DESIGNATED PURCHASER") to take over all the rights and to assume all the liabilities of the Purchaser under this Agreement pursuant to Article 1401 et seq. of the Italian Civil Code, by giving notice thereof to the Seller on or prior to the scheduled Closing Date, provided that (i) the Designated Purchaser shall in any event be a company of the ICO Group, and (ii) ICO shall remain jointly and severally liable with the Designated Purchaser for the performance of all obligations and covenants of the Purchaser under this Agreement.
Designated Purchaser. Each of the Buyer and Acquisition Sub (and their permitted assigns) shall have the right to assign, in whole or in part, directly or indirectly, its rights and obligations under this Agreement, without the consent of Indus or Xxx, to TeleCorp PCS, Inc. and/or its Affiliates, provided that Telecorp PCS, Inc. (and any such Affiliate) shall in all such cases assume the obligations of Buyer and Acquisition Sub hereunder. Any Person or Persons to whom an assignment is ultimately made pursuant to this Section 10.4 shall be a designated purchaser (the "Designated Purchaser").
Designated Purchaser. 43 10.5 Parties in Interest; Assignment ..................................43 10.6
