Purchaser Designee. 5.1 The Parties agree that Purchaser may assign the right to acquire certain of the Sold Entities, the Sold JV Shares, the Sold Assets or the Assumed Contracts or to assume certain of the Assumed Liabilities or employment relationships with Business Employees to one or more Purchaser Designees. Notwithstanding any such assignment or assumption by a Purchaser Designee, Purchaser shall remain jointly and severally liable in addition to such Purchaser Designee for, and any such assignment, assumption or execution shall not relieve Purchaser of, any liabilities and obligations of Purchaser and the Purchaser Designees under or in connection with this Agreement. Any reference to Purchaser in this Agreement shall, to the extent applicable, also be deemed a reference to the applicable Purchaser Designee, except where in the context of this Agreement such use would not be appropriate. The fact that Purchaser Designees are expressly referenced or not referenced in certain provisions of the Agreement shall not limit the generality of the immediately preceding sentence with respect to other provisions of this Agreement. 5.2 No later than thirty (30) days prior to the Closing, Purchaser shall definitely confirm the identity of each Purchaser Designee to Seller in writing. 5.3 With respect to the Chinese JV Shares, as soon as practically possible after the Signing Date, Seller shall procure the Relevant JV Share Seller and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Share Sale and Transfer Agreements for the Chinese JV Shares. 5.4 With respect to the Sold Assets, the Assumed Contracts, the Business Employees and the Assumed Liabilities in relation to TRW Automotive Components (Langfang) Co., Ltd, as soon as practically possible after the Signing Date and after the relevant Purchaser Designee has been formed, Seller shall procure the relevant Asset Selling Affiliate and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Asset Sale and Transfer Agreement with respect thereto.
Appears in 1 contract
Sources: Share and Asset Purchase Agreement (Federal-Mogul Holdings Corp)
Purchaser Designee. 5.1 The Parties agree that Purchaser may assign the right to acquire certain of the Sold Entities, the Sold JV Shares, the Sold Assets or the Assumed Contracts or to assume certain of the Assumed Liabilities or employment relationships with Business Employees to one or more Purchaser Designees. Notwithstanding any such assignment or assumption by a Purchaser Designee, Purchaser shall remain jointly and severally liable in addition to such Purchaser Designee for, and any such assignment, assumption or execution shall not relieve Purchaser of, any liabilities and obligations of Purchaser and the Purchaser Designees under or in connection with this Agreement. Any reference to Purchaser in this Agreement shall, to the extent applicable, also be deemed a reference to the applicable Purchaser Designee, except where in the context of this Agreement such use would not be appropriate. The fact that Purchaser Designees are expressly referenced or not referenced in certain provisions of the Agreement shall not limit the generality of the immediately preceding sentence with respect to other provisions of this Agreement.
5.2 No later than thirty (30) days prior to the Closing, Purchaser shall definitely confirm the identity of each Purchaser Designee to Seller in writing.
5.3 With respect to the Chinese JV Shares, as soon as practically possible after the Signing Date, Seller shall procure the Relevant JV Share Seller and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Share Sale and Transfer Agreements for the Chinese JV Shares.
5.4 With respect to the Sold Assets, the Assumed Contracts, the Business Employees and the Assumed Liabilities in relation to TRW Automotive Components (Langfang) Co., Ltd, as soon as practically possible after the Signing Date and after the relevant Purchaser Designee has been formed, Seller shall procure the relevant Asset Selling Affiliate and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Asset Sale and Transfer Agreement with respect thereto.. 42/114
Appears in 1 contract
Sources: Share and Asset Purchase Agreement
Purchaser Designee. 5.1 The Parties agree that Purchaser may assign the right to acquire certain of the Sold Entities, the Sold JV Shares, the Sold Assets or the Assumed Contracts or to assume certain of the Assumed Liabilities or employment relationships with Business Employees to one or more Purchaser Designees. Notwithstanding any such assignment or assumption by a Purchaser Designee, Purchaser shall remain jointly and severally liable in addition to such Purchaser Designee for, and any such assignment, assumption or execution shall not relieve Purchaser of, any liabilities and obligations of Purchaser and the Purchaser Designees under or in connection with this Agreement. Any reference to Purchaser in this Agreement shall, to the extent applicable, also be deemed a reference to the applicable Purchaser Designee, except where in the context of this Agreement such use would not be appropriate. The fact that Purchaser Designees are expressly referenced or not referenced in certain provisions of the Agreement shall not limit the generality of the immediately preceding sentence with respect to other provisions of this Agreement.
5.2 No later than thirty (30) days prior to the Closing, Purchaser shall definitely confirm the identity of each Purchaser Designee to Seller in writing.
5.3 With respect to the Chinese JV Shares, as soon as practically possible after the Signing Date, Seller shall procure the Relevant JV Share Seller and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Share Sale and Transfer Agreements for the Chinese JV Shares.
5.4 With respect to the Sold Assets, the Assumed Contracts, the Business Employees and the Assumed Liabilities in relation to TRW Automotive Components (Langfang) Co., Ltd, as soon as practically possible after the Signing Date and after the relevant Purchaser Designee has been formed, Seller shall procure the relevant Asset Selling Affiliate and Purchaser shall procure the relevant Purchaser Designee to enter into the Local Asset Sale and Transfer Agreement with respect thereto.
Appears in 1 contract
Sources: Share and Asset Purchase Agreement (Federal-Mogul Holdings Corp)