Designated Buyer Clause Samples

Designated Buyer. Notwithstanding anything to the contrary contained in this Agreement, Immedica may elect to have any or all of the Acquired Assets sold, assigned, conveyed, transferred or delivered to, or any of the Assumed Liabilities assumed by, one or more of its Subsidiaries, in each case as set forth in the Instruments to be delivered at Closing; provided, however, that no such sale, assignment, conveyance, transfer or delivery shall (a) relieve Immedica of any of its obligations to Aeglea hereunder with respect to the Assumed Liabilities or (b) otherwise increase or expand the obligations of Aeglea hereunder.

Designated Buyer. 47 SECTION 10.7 Binding Effect; No Assignment............................................47 SECTION 10.8 Severability.............................................................48 SECTION 10.9 Counterparts.............................................................48 -iii- 5 SCHEDULES Schedule 2 Bill ▇▇ Sale Schedule 2.3 Excluded Assets Schedule 2.4(b) Allocation of Purchase Price Schedule 2.5 Assumption Agreement Schedule 2.5(a) Assumed Liabilities Schedule 2.9(a) Retained Employees Schedule 2.9(d) Exceptions to Transition Costs Schedule 2.11 October Expenses Schedule 3.2 Required Consents Schedule 3.5 Exception to Records Schedule 3.6(b) Other Liabilities Schedule 3.6(d) Debt Schedule 3.7 Recent Developments Schedule 3.8(a) Real Property Schedule 3.8(b) Tangible Property Schedule 3.8(c) Other Personal Property Schedule 3.9 Contracts Schedule 3.10 Intangible Property Schedule 3.11 Claims and Proceedings Schedule 3.13 Tax Matters Schedule 3.14(a) Employee Benefit Plans Schedule 3.14(e) Multiemployer Plans Schedule 3.15 Officers, Directors and Key Employees Schedule 3.16 Employment-Related Matters Schedule 3.17 Potential Conflicts of Interest Schedule 3.18 Insurance Policies, Fidelity, and Surety Bonds Schedule 3.19 Suppliers and Customers Schedule 3.20 Cost Reports Schedule 3.21 Permits Schedule 3.22 Finders Fees Schedule 3.23 Depositories Schedule 4.3 Buyer's Consents Schedule 6.2(d)(iv) Form of Buyer's Opinion Schedule 6.3(e)(iv) Form of Sellers' Opinion Schedule 6.3(f) Form of Covenant Not to Compete ASSET PURCHASE AGREEMENT dated as of October 31, 1996 among Transworld Acquisition Corp., a Delaware corporation ("Buyer"), Transworld Home HealthCare, Inc., a New York corporation ("Transworld"), U.S. HomeCare Infusion Therapy Services Corporation of New Jersey, a New Jersey corporation ("Seller,") and U.S. HomeCare Corporation, a New York corporation, the sole security holder of Seller (the "Stockholder").

Designated Buyer. On or prior to the Closing, Buyer may select an entity (a “Designated Buyer”) to purchase and acquire the Purchased Assets. The Designated Buyer must execute and deliver to Seller a counterpart to this Agreement. Buyer and Designated Buyer will jointly and severally undertake the obligations and liabilities of Buyer under this Agreement.

Designated Buyer. Prior to the Closing, Buyer may elect to cause an affiliate or wholly-owned Subsidiary or Subsidiaries, to assign its rights and obligations under this Agreement to any such Subsidiary and to cause any such Subsidiary to perform the obligations of Buyer under this Agreement, including rights and obligations of Buyer to acquire the Shares (each a “Designated Buyer”); provided, however, that no such assignment shall otherwise vary or diminish any of Buyer’s rights or obligations under this Agreement.

Designated Buyer. 34 SECTION 8.7 Binding Effect; No Assignment . . . . 34 SECTION 8.8 Exhibits. . . . . . . . . . . . . . . 34 SECTION 8.9 Severability. . . . . . . . . . . . . 34 SECTION 8.10 Counterparts. . . . . . . . . . . . . 34 ARTICLE IX DEFINITIONS. . . . . . . . . . . . . . . . . . . . 35 SECTION 9.1 Definitions . . . . . . . . . . . . . 35 SECTION 9.2 Interpretation. . . . . . . . . . . . 40 EXHIBITS Exhibit A Form of Escrow Agreement Exhibit B Fairness Opinion of ▇▇▇▇▇▇▇ Securities Corporation Exhibit C Form of Irrevocable Proxy from Members of the ▇▇▇▇▇ Family Exhibit D Note and Warrant Purchase Agreement Exhibit E Recapitalization Agreement Exhibit F Bring Along Agreement Schedule 2.1A Restrictions on the Purchased Shares Schedule 2.1B Restrictions on the Company Shares Schedule 2.4 Seller Required Consents Schedule 2.7A Description of ▇▇▇▇▇ Warrant Schedule 2.7B Description of Lender Warrants Schedule 2.8A Interim Financial Statement GAAP Exceptions Schedule 2.8B Listing of Funded Debt as of September 30,1995 Schedule 2.8C HVHC Liabilities Schedule 2.8D Listing of Intercompany Obligations as of September 30, 1995 Schedule 2.8E Listing of Transtech Liabilities Assumed by the Company Schedule 3.2 Buyer Required Consents Schedule 3.7 Listing of Transtech's SEC Filings since January 1, 1991 Schedule 4.13 Other Employee Benefit Plans of the Company STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of October __, 1995 between VALVECO INC., a Delaware corporation ("Buyer"), and THV ACQUISITION CORP., a Delaware corporation ("Seller"): Transtech Industries, Inc. ("Transtech"), a Delaware corporation that files periodic reports and other information pursuant to the 1934 Act, owns all the issued and outstanding shares of capital stock of Seller. Seller owns: (i) all the issued and outstanding shares of capital stock (the "Purchased Shares") of HVHC, Inc. ("HVHC"), a Delaware corporation and (ii) all the issued and outstanding preferred shares (the "Company Preferred Shares") of ▇▇▇▇ Valve Company, Inc. (the "Company"), an Ohio corporation. HVHC, in turn, owns all the issued and outstanding shares of common stock (the "Company Common Shares") of the Company. As used herein, HVHC and the Company are referred to, collectively, as the "Companies" and the Company Common Shares and Company Preferred Shares are referred to, collectively, as the "Company Shares". This Agreement contemplates a transaction in which Buyer will purchase from Seller, and Seller will sell to...

Designated Buyer. 43 SECTION 9.7 Binding Effect; No Assignment. . . . . . . . . . . . . . . 43 SECTION 9.8 Severability . . . . . . . . . . . . . . . . . . . . . . . 44 SECTION 9.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . 44 SECTION 9.10 Stock Purchase Agreement. . . . . . . . . . . . . . . . . 44 SECTION 9.11

Designated Buyer. (a) Notwithstanding any other provision of this Agreement to the contrary, with respect to the acquisition of any particular Purchased Assets or the assumption of any particular Assumed Liabilities, Buyer may, upon written notice to Atlas, which written notice (a “Designation Notice”) must be delivered after the date of this Agreement but not less than five Business Days prior to the anticipated Closing Date, designate one or more Affiliates of Buyer (whether or not existing as of the date hereof) as a ”Designated Buyer” hereunder (each such designee, a “Designated Buyer”). Each Designation Notice contemplated hereby shall (i) set forth the name and jurisdiction of organization of the Designated Buyer, and (ii) specify which specific Purchased Assets or Assumed Liabilities, as applicable, shall be acquired or assumed by such Designated Buyer. Upon the designation contemplated hereby, each Designated Buyer and each Seller shall execute a bill of sale and assignment and assumption Agreement (or other applicable instrument(s) of transfer and assignment) as may be reasonably necessary in order to give effect to the consummation of such purchases and transfers by such Designated Buyer. Subject to the immediately preceding sentence, Buyer may amend or alter any Designation 57073941 ACTIVE/131483433.18 #205642 v2 Notices at any time prior to five Business Days prior to Closing. Each Designated Buyer (together with Buyer) will be deemed to be “Buyer” for all purposes under this Agreement, the Transaction Documents and any certificate delivered pursuant hereto or thereto; provided that Buyer shall not designate a Designated Buyer that would reasonably be expected to result in a material increase in aggregate Tax liability, including withholding or Transfer Taxes, to the Sellers. (b) Any payment of the Cash Purchase Price (or any portion thereof) to Atlas by or on behalf of Buyer or the applicable Designated Buyer shall be deemed to have been made solely for purposes of ease of administration and shall be treated as having been made to Atlas or the applicable Seller in respect of the applicable Purchased Assets, unless otherwise required by Law.

Designated Buyer. 40 SECTION 9.7 Binding Effect; No Assignment . . . . . . . . . . . . . . . . . . 40 SECTION 9.8 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 9.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 9.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 ARTICLE X DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 10.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 10.2 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . 48 EXHIBITS Exhibit A - List of Sellers Exhibit B1 - Form of Downpayment Note Exhibit B2 - Form of Contingent Note of Buyer Exhibit B3 - Form of Absolute Note of Buyer Exhibit C1 - Form of Merchandising Note and Security Agreement Exhibit C2 - Form of Deed of Trust Exhibit C3 - Form Inter-Creditor Agreement Exhibit C4 - Form of Signing Opinion Exhibit D - Indemnity Agreement Exhibit E - Form of Legal Opinion of Counsel to Buyer Exhibit F - Form of Closing Opinion Exhibit G - Form of Estoppel Certificate SCHEDULES Schedule 1.4 - Composition of the Affected Liabilities Schedule 2.1 - Restrictions on Shares Schedule 2.4 - Seller Required Consents Schedule 2.7 - Exceptions to Financial Statements Schedule 2.8 - Certain Liabilities Schedule 2.8A - Updated Liabilities List Schedule 2.9 - Receivables Schedule 2.10 - Inventories

Designated Buyer. 8.6 Determination Date 1.2(a)(x) Escrow Agreement 1.3 Escrowed Portion 1.3 Fairness Opinion 2.10 (b) Final Consolidated Year 4.12(f)(i) Financial Statements 2.8 Funded Debt 1.2 Huberfield Rights 2.7(b) HVHC Recital Indemnifying Party 6.4 (a) Indemnitee 6.4(a) Independent Transtech Director 2.10 (a) Lender Warrants 2.7(b) Losses 6.2 ▇▇▇▇▇ Shares 2.10(c) Note and Warrant Purchase Agreement4.15(a) Product Category 4.10(b) Proxy Statement 4.14(b) Purchase Price 1.2 Purchased Shares Recital Recapitalization Agreement 4.15(c) Representatives 4.2 Restricted Period 4.10 (a) Restrictive Covenants 4.10(c) Revolver 1.2(a)(x) Revolver Payment Amount 1.2(b) SEC 3.7 Sales Notice 4.5(b) Seller Recital Seller Required Consents 2.4 Seller Senior Subordinated Note 1.2(a)(iv) Senior Notes 4.15(a) ▇▇▇▇▇ Warrant 2.7(a) Stipulated Amount 6.5(a) Stockholders' Meeting 4.14(c) Terold 4.15(a) Transtech Recital Transtech Assumed Liabilities 2.8(e)