Buyer Designee definition

Buyer Designee means one or more Affiliates of Buyer identified to Seller in accordance with Section 2.10 prior to the Closing Date.

Buyer Designee shall have the meaning set forth in Section 1.1.

Buyer Designee means each Subsidiary of Buyer designated to purchase any Transferred Interests or Transferred Assets or to assume any Assumed Liabilities, in each case as mutually agreed by Buyer and Seller no later than ten (10) Business Days prior to the Closing Date.

Examples of Buyer Designee in a sentence

• 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.

• Notwithstanding any such assignment or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain liable for, and any such assignment or execution shall not relieve Buyer of, its obligations hereunder or thereunder.

• Neither Buyer nor any Buyer Designee shall assume or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to herein as the “Excluded Liabilities”).

• Buyer and/or the applicable Buyer Designee shall have delivered all of the documents required under Section 7.2 and shall have otherwise performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing, including executing the Collateral Agreements.

• Each of Buyer and any Buyer Designee is a corporation, limited partnership, or other legal entity duly organized, validly existing and in good standing (in any jurisdiction in which such concept exists) under the Laws of the jurisdiction of its incorporation or organization and each of Buyer and any Buyer Designee has all requisite legal power and authority to carry on its business as currently conducted by it and to own or lease and operate its properties.

More Definitions of Buyer Designee

Buyer Designee means any Affiliate of Buyer designated by Buyer as a nominee partnership interest holder on or prior to the Closing Date.

Buyer Designee has the meaning specified in Section 15.5(b)(ii).

Buyer Designee has the meaning specified in Section 2.2(d).

Buyer Designee shall have the meaning set forth in Section 9.3(b) hereof.

Buyer Designee means any direct or indirect wholly owned subsidiary of Buyer.

Buyer Designee has the meaning set forth in Section 4.2(c).

Buyer Designee means the person(s) so designated on Schedule C hereto or any other person designated in a writing signed by Buyer and delivered to Escrow Agent and Seller Representative in accordance with the notice provisions of this Escrow Agreement, to act as its representative under this Escrow Agreement.