Designated Buyers Sample Clauses

Designated Buyers. The Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this ‎Section 2.15, one or more Subsidiaries to (i) purchase specified Purchased Assets (including specified Assumed Contracts and Assumed Leases), (i) assume specified Assumed Liabilities, and/or (i) employ certain Transferred Employees on and after the Closing Date (any such Subsidiary of Buyer that shall be properly designated by Buyer in accordance with this clause, a “Designated Buyer”); it being understood and agreed, however, that any such right of Buyer to designate a Designated Buyer is conditioned upon (v) such Designated Buyer executing and delivering to Alpha Natural Resources and ReorgCo a counterpart to this Agreement, (w) such Designated Buyer jointly and severally undertaking the obligations and liabilities of Buyer under this Agreement with respect to the relevant Purchased Assets, Assumed Liabilities and/or Transferred Employees, (x) such Designated Buyer being able to perform the applicable covenants under this Agreement, including ‎Section 2.05 and ‎Article 9 (and make the same representations and warranties as Buyer has made in ‎Section 4.05 and ‎Section 4.08 to the extent relating to the relevant portion of the Purchased Business or the Purchased Assets being acquired by such Designated Buyer), and demonstrate satisfaction of the applicable 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 applicable Assumed Contracts and the Assumed Leases, (y) any such designation not creating any Liability (including any Liability relating to Taxes) for the Sellers or their Affiliates that would not have existed had Buyer purchased the Purchased Assets, assumed the Assumed Liabilities and/or employed the Transferred Employees, and which Liability is (i) not fully reimbursed by or on behalf of Buyer prior to or at the Closing or (ii) a Liability for which Buyer or the applicable Designated Buyer agrees, at its election, to provide an indemnity reasonably acceptable to Seller, and (z) such designation not reasonably being expected to materially delay, prevent or hinder the consummation of the transactions contemplated by this Agreement. No such designation shall relieve Buyer of any of its obligations hereunder. Any breach hereof by a Designated Buyer shall be deemed a breach by Buyer. The above designation shall be made...
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Designated Buyers. (a) In connection with the Closing and consistent with the Transaction Steps, each Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.14, one (1) or more Affiliates (which qualify as Non-Indian Equity Holders to PFPL and PAT) to (i) purchase specified Transferred Assets (including specified Transferred Contracts) and pay or cause to be paid the corresponding portion of the Purchase Price, as applicable, (ii) assume specified Assumed Liabilities, and/or (iii) employ specified Transferred Employees on and after the Closing Date (any such Affiliate of such Buyer that shall be properly designated by the applicable Buyer in accordance with this clause, a “Designated Buyer”). At the Closing, each Buyer shall, or shall cause its Designated Buyer(s) to, honor its obligations at the Closing. Any reference to a “Buyer” or the “Buyers” made in this Agreement in respect of any purchase, assumption or employment obligation referred to in this Agreement or any representations and warranties (including the representation in Section 4.3(c)) made in this Agreement shall include reference to the appropriate Designated Buyer(s), if any. After the Closing, all obligations of the Buyers and any Designated Buyer(s) under this Agreement shall be several and not joint as amongst the Buyers and each Designated Buyer and the only party with Liability as to a particular Assumed Liability shall be the applicable Buyer or Designated Buyer assuming such obligation at the Closing and no other Buyer or Designated Buyer.
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Designated Buyers. Buyer may, upon notice to Shareholder, assign its rights and obligations, in whole or in part, under this Agreement to one or more of its wholly-owned Affiliates for the purpose of carrying out the transactions contemplated hereby; provided, however, that Buyer shall be and remain jointly and severally liable to Shareholder for all obligations of Buyer and any such Affiliate(s) under this Agreement and the other documents and instruments to be executed and delivered by Buyer or any such Affiliate(s) pursuant hereto.
Sample 1Sample 2
Designated Buyers. (a) In connection with the Closing, without limitation by the terms of Section 10.12, Buyers shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 2.8, one (1) or more Affiliates to purchase the specified Transferred Assets, or assume specified Assumed Liabilities, in each case on and after the Closing Date (any such Affiliate of Buyers that shall be properly designated by Buyers in accordance with this Section 2.8, a “Designated Buyer”); provided that no such designation would impede or materially delay the Closing or affect the timely receipt of any regulatory approval; provided, further, that no such designation shall be permitted if any Taxes required to be withheld under applicable Law from any amounts otherwise payable hereunder would be higher than the amount of Taxes that would be required to be withheld absent such designation. At and after the Closing, Buyers shall, or shall cause their Designated Buyer(s) to, honor Buyers’ obligations at the Closing. After the Closing, any reference to Buyer made in this Agreement in respect of any purchase or assumption referred to in this Agreement shall include reference to the appropriate Designated Buyer(s), if any.
Sample 1
Designated Buyers. In connection with the Closing, Buyer shall be entitled to designate one or more Subsidiaries to (a) purchase specified Assets (including specified Assigned Contracts) and pay the corresponding Purchase Price amount, as applicable; (b) assume specified Assumed Liabilities; and/or (c) employ specified Applicable Employees on and after the Closing Date, so long as (i) Buyer designates any such Subsidiaries by written notice to Southcross at least ten Business Days in advance of the Closing Date and (ii) no such designation would delay or otherwise impede the Transactions (any such other party that shall be properly designated by Buyer in accordance with this clause, a “Designated Buyer”). At the Closing, Buyer shall, and shall cause its Designated Buyer(s) to, honor its obligations at the Closing. Any reference to Buyer made in this Agreement in respect of any purchase, assumption or employment referred to in this Agreement shall include reference to the appropriate Designated Buyer(s), if any.
Sample 1
Designated Buyers. Five (5) Business Days prior to the Closing Date, Kulicke may with written notice to Dover assign its rights and obligations, in whole or in part, under this Agreement to one or more of its wholly-owned Affiliates or may designate one or more of its wholly-owned Affiliates (each such entity, a “Designated Buyer”) for the purpose of carrying out the transactions contemplated by this Agreement and/or any Local Agreement. Subject to Section 1.3.3 below, Kulicke hereby acknowledges that neither Dover nor any of its Affiliates shall have any liability vis-à-vis a Designated Buyer (if any) in respect of any deliveries made by Dover to Kulicke as part of the Closing under this Agreement.
Sample 1
Designated Buyers. The representations and warranties contained in Sections 7.2.1 to 7.2.3 above are true and correct with respect to each Designated Buyer (if any). For the purposes of this Section 7.2.4, the term “Kulicke” in each of the representations and warranties contained in Sections 7.2.1 to 7.2.3 above shall be deemed to be replaced with the term “Designated Buyer”.
Sample 1
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Designated Buyers. China Petroleum Natural Gas Co., Ltd. Dagang Oilfield Branch, China Petroleum Natural Gas Co., Ltd. Liaohe Oilfield Branch, China Petroleum Natural Gas Co., Ltd. Jidong Oilfield Branch, China Petroleum Natural Gas Co., Ltd. Jilin Oilfield Branch, China Petroleum Natural Gas Co., Ltd. Changqing Oilfield Branch, China Petroleum Natural Gas Co., Ltd. Xinjiang Oilfield Branch, Daqing Oirfield Limited Company, China Petroleum Natural Gas Co., Ltd.Daqing Petrochemical Branch, China Petroleum Natural Gas Co., Ltd. Jihua Group Company, China National Offshore Oil Corporation, Hebei Iron and Steel Group Mining Co., Ltd, Shenhua Group Corporation Limited, Anshan Iron and Steel Group Corporation, Shougang Group, Benxi Iron and Steel Group, Hong Yanhe Nuclear Power, Dalian Shipbuilding Industry Co., Ltd, Cosco ShipyardGroup, Tianjin Xingang Shipbuilding Heavy Industry Co., Ltd., China Guangdong Nuclear Power Group North Branch, Heilongjiang Longmay Mining Group Co., Ltd. Jixi Branch, Heilongjiang Longmay Mining Group Co., Ltd. Hegang Branch, Heilongjiang Longmay Mining Group Co., Ltd. Shuangyashan Branch, Heilongjiang Longmay Mining Group Co., Ltd. Qitaihe Branch, Coca Cola Liaoning (Center) Beverage Co., Ltd., Shanghai Shipyard Co., Ltd.
Sample 1

Related to Designated Buyers

  • Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

  • Purchaser Representative (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party any indemnification claims by any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Purchaser Representative xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement. 76

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Agreement to Provide Shareholder Information 1. Each Intermediary agrees to provide the Fund, upon written request, the following shareholder information with respect to Covered Transactions involving the Funds:

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

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