Designated Affiliates Clause Samples
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Designated Affiliates. Notwithstanding anything to the contrary contained herein, a Granting Lender may grant to an Affiliate of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company (a “Designated Affiliate”) the option to provide all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to a Designated Borrower not organized under the laws of the United States or any State thereof pursuant to this Agreement; provided, however, that if a Designated Affiliate elects not to exercise such option or otherwise fails to make all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.13(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any Designated Affiliate nor the exercise by any Designated Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no Designated Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes (other than the funding of Revolving Credit Loans to such Designated Borrower), including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Revolving Credit Loan by a Designated Affiliate hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any Designated Affiliate may with notice to, but without prior consent of the Company and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Revolving Credit Loan to the Granting Lender.
Designated Affiliates. Purchaser shall use its commercially reasonable best efforts to designate all of its Designated Affiliates as soon as practicable following the Effective Date and, in any event, shall use make such designation not less than 30 days following the Effective Date including by providing Seller a copy of Purchaser’s proposed acquisition structure.
Designated Affiliates. Purchaser may, at any time prior to the Closing at its sole discretion but upon prior notice, assign its rights to purchase any or all of the Acquired Assets or any other rights under this Agreement to one or more of its subsidiaries or other affiliates; provided, however, that such Person assumes and agrees to perform, discharge and satisfy all of Purchaser’s liabilities, duties and obligations hereunder; and provided, further, that Purchaser shall not be released and shall remain primarily liable for and obligated to perform, discharge and satisfy all of the liabilities, duties and obligations of the purchasing entities hereunder. For purposes of this Agreement, Purchaser and its subsidiaries or affiliates to whom it assigns such rights, if applicable, shall collectively be referred to herein as “Purchaser.”
Designated Affiliates. Each of the Administrative Agent, each L/C Issuer and each Lender at its option may make any Loan or issue any Letter of Credit or otherwise perform its obligations hereunder through any domestic or foreign branch, office or affiliate.
Designated Affiliates. For purposes of this Agreement, the term "Designated Affiliate" shall mean any Affiliate which desires to obtain the Services (as defined in Section ___ hereof) under this Agreement. A list of Designated Affiliates, as of the date of this Agreement, which list is subject to modification by Client during the term of this Agreement, is attached hereto as Exhibit ___. Client may, from time to time, add additional Affiliates to the scope of this Agreement, any increased costs attributable thereto shall be discussed and negotiated by the parties at the time that the additional Affiliate is designated but shall in no event be greater than the per-bed costs set forth in the Proposal.
Designated Affiliates. The Parent Purchaser shall use its commercially reasonable efforts to designate all of its Designated Affiliates as soon as practicable following the date hereof and, in any event, shall use its reasonable best efforts to make such designation not less than 30 days prior to Closing. The Purchasers acknowledge and agree that any delay in any attempt to make such a designation shall be considered in determining whether such designation is made in compliance with clauses (2) and (3) of the definition of "Designated Affiliate." The Purchasers acknowledge and agree that any representation, warranty or covenant of the Seller which is breached or is not true and correct, shall be deemed true and correct and not breached to the extent such breach or inaccuracy resulted solely from the designation of a Designated Affiliate. [THIS SPACE INTENTIONALLY LEFT BLANK] EXECUTION COPY --------------
Designated Affiliates. (a) The Designated Affiliates, nominated by Purchaser, are as set forth on Exhibit II hereto.
(b) Section 8.2 of the Agreement is hereby amended by (i) deleting the reference to “and” immediately preceding clause (c) therein and inserting a comma in lieu thereof, and (ii) adding, at the end of clause (c) thereof, a new clause (d) to read as follows: “, all increases in reasonable out-of-pocket costs in respect of Taxes (such as any Transfer Tax or VAT, including as a result of any resulting failure to be treated as a TOGC), to the Sellers or any Selling Affiliate arising as a result of any Designated Affiliate nominated by Purchaser not being formed or organized in the jurisdiction in which the applicable Purchased Assets or Transferred Employees are located immediately prior to Closing. For the avoidance of doubt, nothing in this Section 8.2 is intended to override or change Section 9.8 of the Agreement.”
(c) Section 9.8(d) of the Agreement is hereby amended and restated in its entirety as follows: “The Purchaser agrees to indemnify and hold harmless the Sellers and each Selling Affiliate against any Liability for VAT, fines, surcharges, interest or penalties arising to the Sellers or a Selling Affiliate as a result of the failure of the transfer of the Purchased Assets to qualify, in whole or in part, as a TOGC, but only to the extent that such failure arises solely as a consequence of (i) the Purchaser breaching the covenants in Section 9.8(b) or the representations and warranties set out in Section 9.8(c); (ii) Purchaser’s decision to terminate any Employees; and/or (iii) Purchaser’s decision to use third parties to distribute products with respect to the Business in Spain, Italy and/or the Netherlands.”
(d) For the avoidance of doubt, the parties acknowledge and agree that, provided that the Sellers have complied in all respects with Section 2.11 of the Agreement, with respect to any assignment or transfer of any Contract or Governmental Authorization to a Designated Affiliate, if such Contract or Governmental Authorization is terminated by the Sellers or their Affiliates, Purchaser shall indemnify and hold harmless the Sellers and their Affiliates for all reasonable out-of-pocket costs incurred with respect to any such termination.
Designated Affiliates. The Purchaser will use its reasonable best efforts to, where necessary, form acquisition vehicles (with all necessary Governmental Authorizations and any mandatory insurance required by applicable Law) at Purchaser’s sole cost in all applicable jurisdictions and designate all of its Designated Affiliates as soon as practicable following the date of this Agreement and, in any event, will use its reasonable best efforts to make such designation not less than ten (10) days prior to the Closing.
Designated Affiliates. Notwithstanding anything to the contrary, the Purchaser shall be entitled, in its sole discretion, to designate one or more Affiliates to perform any of its obligations hereunder or in connection with the transactions contemplated by this Agreement; provided, that, the Purchaser shall remain obligated for the performance of such obligation.
Designated Affiliates. For purposes of the Lease, the term “Affiliate” shall be deemed to include (i) all lineal descendants of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, deceased, and all spouses and adopted children of such descendants, (ii) all trusts for the benefit of any person described in clause (i) and the trustees of such trusts, (iii) all legal representatives of any person or trust described in clauses (i) or (ii), and (iv) all partnerships, corporations, limited liability companies and other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (i) (ii), (iii) or (iv).