Common use of Designated Purchaser Clause in Contracts

Designated Purchaser. After the date of this Agreement but not less than five (5) Business Days prior to the Closing Date, the Purchaser may, upon prior written notice to the Seller, designate (a “Designation”) either one or more wholly-owned subsidiaries of the Purchaser, whether or not existing as of the date hereof, as a “Designated Purchaser” hereunder (each such Person, a “Designated Purchaser”). The Designation shall set forth: (a) the name of the Designated Purchaser, (b) the jurisdiction of organization of the Designated Purchaser, (c) the Company Shares or Holdco Shares that the Designated Purchaser shall acquire at the Closing and (d) an acknowledgment of the Designation by the Designated Purchaser in accordance with the following sentence. Upon the Designation, each Designated Purchaser shall be deemed a “Purchaser” for purposes of this Agreement in connection with the acquisition of such Shares (and any reference to “Purchaser” herein in connection therewith shall automatically be deemed to include reference to such Designated Purchaser) and such Designated Purchaser shall automatically be assigned the rights and obligations under this Agreement necessary in connection with such Designation; provided, that following such Designation: (i) the Purchaser shall be jointly and severally liable with each such Designated Purchaser (on the one hand) to the Seller (on the other hand) for all such rights and obligations so assigned to such Designated Purchaser and (ii) the Purchaser shall cause each Designated Purchaser to appoint either the Purchaser or another Designated Purchaser (or in the event there is only one Designated Purchaser, such Designated Purchaser) as its agent in connection with the exercise of its rights and remedies under this Agreement. No such Designation shall relieve the Purchaser of its obligations hereunder.

Designated Purchaser. After the date of this Agreement but not less than five (5) Business Days prior to the Closing Date, the Purchaser Parent may, upon prior written notice to the SellerCompany no later than thirty (30) Business Days’ prior to Closing, designate (a “Designation”) either one or more wholly-owned subsidiaries Affiliates of the PurchaserParent, whether or not existing as of the date hereof, as a “Designated Purchaser” hereunder (each such Person, a “Designated Purchaser”); provided, that no such action or inaction will (i) alter, amend or modify Parent’s obligations hereunder in any respect; (ii) delay, restrict or impede the Closing or the consummation of the transactions contemplated hereby in any respect; or (iii) contribute or give rise to, or result in, the failure of any condition set forth in Section 7.1 or Section 7.2 to be true and correct as of Closing. The Designation shall set forth: (a) the name of the Designated Purchaser, (b) the jurisdiction of organization of the Designated Purchaser, Purchaser and (c) the Company Shares or Holdco Shares Subsidiary that the Designated Purchaser shall acquire at immediately prior to the Closing Closing, and (d) an acknowledgment of the Designation Parent shall provide to the Company any other information reasonably requested by the Designated Purchaser in accordance with the following sentence. Upon the Designation, each Designated Purchaser shall be deemed a “Purchaser” for purposes of this Agreement in connection with the acquisition of such Shares (and any reference to “Purchaser” herein in connection therewith shall automatically be deemed to include reference to such Designated Purchaser) and such Designated Purchaser shall automatically be assigned the rights and obligations under this Agreement necessary Company in connection with such Designation; provided, that following . Following such Designation: (i) the Purchaser Parent shall be jointly and severally liable with each such Designated Purchaser (on the one hand) to the Seller Company (on the other hand) for all such rights and obligations so assigned to such Designated Purchaser and (ii) the Purchaser Parent shall cause each Designated Purchaser to appoint either the Purchaser Parent or another Designated Purchaser (or in the event there is only one Designated Purchaser, such Designated Purchaser) as its agent in connection with the exercise of its rights and remedies under this Agreement. No such Designation shall relieve the Purchaser Parent of its obligations hereunder.