Buyer Designees. Buyer shall use commercially reasonable efforts to inform Seller of any designee or designees to receive a conveyance or other transfer of Acquired Assets pursuant to this Agreement no later than five business days prior to the date of such conveyance or transfer.
Buyer Designees. Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 1.9, one or more Affiliates of Buyer to (i) purchase specified Transferred Assets and/or (ii) assume specified Assumed Liabilities, in each case, as of the Closing Date (any Person that shall be properly designated by Buyer in accordance with this clause, a “Buyer Designee”); it being understood and agreed, however, that any such right of Buyer to designate a Buyer Designee is conditioned upon such Buyer Designee being able to perform the applicable covenants under this Agreement and, as applicable, any other Transaction Document to which Buyer is party and demonstrate satisfaction of the requirements of Section 365 of the Bankruptcy Code (to the extent applicable). As soon as reasonably practicable and in no event later than one (1) Business Days prior to the Closing, Buyer shall make any such designations of Buyer Designees by way of a written notice to be delivered to the Sellers. For the avoidance of doubt, and notwithstanding anything to the contrary herein, all Buyer Designees appointed in accordance with this Section 1.9 shall be included in the definition of “Buyer” mutatis mutandis for all purposes under this Agreement. Notwithstanding anything in this Agreement, no designation of a Buyer Designee pursuant to this Section 1.9 shall relieve Buyer of any obligation under this Agreement or the Transaction Documents, and in the event of such designation, both Buyer and such Buyer Designee shall be jointly and severally liable for each obligation of Buyer under this Agreement and the Transaction Documents.
Buyer Designees. If not provided previously, at least thirty (30) days prior to the anticipated Closing Date, Buyer shall provide the Company with written notice identifying by name and title the initial NLI Designees (as defined in the Stockholder’s Agreement) that it intends to designate pursuant to Section 2.1 of the Stockholder’s Agreement following the Closing. From and after such time as Xxxxx identifies the initial NLI Designees, Buyer shall, and shall cause such NLI Designees to, sign such further documents and do and perform and cause to be done such further acts and things as the Company may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of Section 2.1 of the Stockholder’s Agreement.
Buyer Designees. Any entity that either Buyer shall designate to purchase and take delivery of a Purchased Asset shall, as of the applicable Delivery Date, be deemed to make representations and warranties to Seller to the same effect as those made by each such Buyer pursuant to Sections 4.01-4.08 hereof relating to those matters applicable to such designated purchaser.
Buyer Designees. The Buyer shall have the right, in its sole discretion, to designate one or more direct or indirect subsidiaries to purchase the Purchased Assets subject to this Agreement and fulfill the other obligations and exercise the other rights of the Buyer hereunder. Notwithstanding the foregoing, the Buyer shall at all times remain responsible to the Seller to perform all obligations of the Buyer to Seller hereunder.
Buyer Designees. (a) The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.8, to one or more Subsidiaries (i) the right to purchase the Transferred Assets (including the Transferred Contracts), (ii) the obligation to assume the Assumed Liabilities, (iii) as the entity to employ the Transferred Employees and/or (iv) as the party to enter into one or more of the Ancillary Agreements, except that the Buyer may only designate the Intellectual Property Matters Agreement and the Ethernet Agreement to MaxLinear Singapore and may not designate a Buyer Designee to the Transition Services Agreement (any Subsidiary of the Buyer that shall be properly designated by the Buyer in accordance with this clause, a "Buyer Designee"). The Parties understand and acknowledge that MaxLinear Asia Singapore Private Limited will constitute a Buyer Designee who (among other things) is expected to enter into the Bxxx of Sale and an Assignment and Assumption Agreement.(b) The Buyer shall, by way of a written notice to be delivered to the Company no later than five (5) Business Days prior to the Closing Date (or such earlier time as may be required pursuant to Section 6.1(l) of this Agreement), designate its Buyer Designees.(c) The Buyer irrevocably guarantees the timely performance of each and every agreement and obligation of the Buyer Designees under the provisions of the Transaction25
Buyer Designees. The Parties acknowledge and agree that, for the purposes of their mutual convenience, certain provisions of this Agreement specify Buyer as the purchaser of the Purchased Assets and Acquired Entity and as the party assuming the Assumed Liabilities. Notwithstanding any such provision of this Agreement, the Affiliates of Buyer identified on Schedule 2.9 (“Buyer Designees”) will acquire the Purchased Assets or Acquired Equity and assume the Assumed Liabilities, in each case directly from Seller or the Entity Selling Subsidiary, as applicable, to the extent specified in Schedule 2.9. All applicable Transaction Documents will properly reflect such direct conveyance or assumption.
Buyer Designees. Buyer, in its sole and unreviewable discretion, may designate one or more of its Affiliates to receive and hold some or all of the Purchased Assets and to assume some or all of the Assumed Liabilities. Notwithstanding anything to the contrary contained in this Section 2.5, Buyer shall remain liable for any and all of Buyer’s obligations arising under, or in connection with, this Agreement.
Buyer Designees. (a) The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.09, to one or more Affiliates (i) the right to purchase the Purchased Assets (including the Assigned Contracts), (ii) the obligation to assume the Assumed Liabilities, (iii) as the entity to employ the Transferred Employees and/or (iv) as the party to enter into one or more of the Transaction Documents (other than this Agreement) (any Affiliate of the Buyer that shall be properly designated by the Buyer in accordance with this clause, a “Buyer Designee”). The Buyer shall, by way of a written notice to be delivered to Parent no later than five (5) Business Days prior to the Closing Date, designate its Buyer Designees. For purposes of this Agreement and for the avoidance of doubt, unless the context clearly requires otherwise, references to the Buyer shall include any Buyer Designees that act on behalf of Buyer in place thereof.
Buyer Designees. At least three (3) Business Days prior to the Sale Hearing, Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 4.4, one or more Affiliates of Buyer to (i) purchase specified Acquired Assets; (ii) assume specified Assumed Liabilities; and/or (iii) employ Buyer Employees, in each case, as of the Closing Date (any Person that shall be properly designated by Buyer in accordance with this clause, a “Buyer Designee”); it being understood and agreed, however, that any such right of Buyer to designate a Buyer Designee is conditioned upon (x) such Buyer Designee being able to perform the applicable covenants under this Agreement and, as applicable, any other transaction agreement to which Buyer is party and demonstrate satisfaction of the requirements of Section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance with respect to the Acquired Assets and Assumed Liabilities, (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which Buyer is liable pursuant to Section 2.3(k)) for Sellers or their Affiliates that would not have existed had Buyer purchased the Acquired Assets, assumed the Assumed Liabilities and/or employed the Buyer Employees, and which Liability is not fully reimbursed by or on behalf of Buyer and (z) such designation not being reasonably expected to cause a delay, or prevent or hinder the consummation of the transactions contemplated by this Agreement. As soon as reasonably practicable and in no event later than three (3) Business Days prior to the Sale Hearing, Buyer shall make any such designations of Buyer Designees by way of a written notice to be delivered to Sellers, and Buyer Designees shall deliver a signed counterpart to this Agreement or joinder agreement to this Agreement and each other Transaction Document to which Buyer is party. No such designation shall relieve Buyer of any of its obligations hereunder and any breach hereof by a Buyer Designee shall be deemed a breach by Buyer. Buyer and Buyer Designees shall be jointly and severally liable for any obligations of Buyer and such Buyer Designees hereunder. For the avoidance of doubt, and notwithstanding anything to the contrary herein, all Buyer Designees appointed in accordance with this Section 4.4 shall be included in the definition of “Buyer” for all purposes under this Agreemen...
