Business Guarantees Sample Clauses
Business Guarantees. Buyer recognizes that Parent and certain of its Affiliates have provided credit support to the Business, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Parent or its Affiliates in support of any Asset or Assumed Liability (the “Business Guarantees”) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the Closing Date, valid and binding written releases of Parent and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the Business Guarantees set forth on Section 5.21 of the Seller Disclosure Schedule, which release shall be effective as of the Closing, including, as applicable, by providing substitute guarantees, furnishing letters of credit, instituting escrow agreements, posting surety or performance bonds or making other arrangements as the beneficiary may reasonably request. If any Business Guarantee (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) has not been released as of the Closing Date, then Buyer shall continue to use its commercially reasonable efforts after the Closing to cause as promptly as possible the complete and unconditional release of Parent and its Affiliates under such Business Guarantee. Buyer shall, and hereby agrees to, indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any amounts required to be paid under any Business Guarantees. Notwithstanding the foregoing, for purposes of this Section 5.21, references to “Closing” or “Closing Date” in respect of (a) Specified OUS Assets or Specified OUS Liabilities to be transferred at the “Closing” (as defined in the India Purchase Agreement) shall instead refer to the “Closing” or “Closing Date” (each as defined in the India Purchase Agreement), (b) Specified OUS Assets or Specified OUS Liabilities to be transferred at an applicable “Later Closing” (as defined in the India Purchase Agreement) shall instead refer to the applicable “Later Closing” or “Later Closing Date” (each as defined in the India Purchase Agreement), (c) Later Purchased Assets or Later Assumed Liabilities shall instead refer to the applicable Later Clos...
Business Guarantees. (a) Buyer shall use its commercially reasonable efforts, with the cooperation of the Seller, to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing, valid and binding written releases of Seller and its Affiliates, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the Closing, which shall be effective as of the Closing, including by providing substitute guarantees with terms that are no more favorable to the counterparty than the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. If any Business Guarantee has not been released as of the Closing Date, then Buyer shall use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly.
(b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Closing Date, Seller and the Retained Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees.
(c) Buyer shall indemnify and hold harmless Seller and its Affiliates from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees.
Business Guarantees. Following the Closing, the Purchaser and the Seller shall, and shall cause the Company or one or more of the Subsidiaries to, contact the third parties that are party to, and beneficiaries of, the Business Guarantees, and request that the Purchaser, the Company or one or more of the Subsidiaries be substituted in all respects for the Seller or any of its Affiliates (other than the Company and the Subsidiaries), effective as soon as practicable after the Closing, in respect of all obligations of the Seller or any of its Affiliates (other than the Company and the Subsidiaries) under each of the Business Guarantees to which the Seller or any of its Affiliates (other than the Company and the Subsidiaries) is a party so that, in any such case, the Purchaser, the Company or any Subsidiary shall be solely responsible under the terms of the applicable Business Guarantees; provided, however, that notwithstanding the foregoing, neither the Company nor any Subsidiaries shall be required to pay any fee in connection with the foregoing (other than reasonable expenses of counsel). In furtherance of the foregoing, the Purchaser and the Seller agree to cause the Company to indemnify and hold harmless the Seller and its Affiliates (other than the Company and the Subsidiaries) from any Loss suffered or incurred by the Seller or any of its Affiliates (other than the Company and the Subsidiaries) in connection with any such Business Guarantees.
Business Guarantees. If any Section 5.09 Business Guarantee has not been released as of the Closing, the Closing will proceed and Buyer shall, and shall cause its Subsidiaries to, from and after the Closing, (i) use its commercially reasonable efforts to as promptly as possible replace each Section 5.09 Business Guarantee and obtain from the respective beneficiary thereof, in form and substance reasonably satisfactory to Seller, valid and binding full and unconditional releases of Seller and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under such Section 5.09 Business Guarantee, effective as of the Closing, including by continuing to undertake all actions required pursuant to Section 5.09(a), (ii) not effect any amendments or modifications or any other changes to, or assign, authorize or transfer to a third party, any Contracts, Permits or obligations to which any of the Section 5.09 Business Guarantees relate, or otherwise take any action that would reasonably be expected to materially increase, extend or accelerate the Liability of Seller or any of its Subsidiaries under, any Section 5.09 Business Guarantee, without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Seller will, and will cause its Subsidiaries to (at no cost to any of them), reasonably cooperate with Buyer in connection with the performance of Buyer’s obligations under clause (i) of this Section 5.09(b).
Business Guarantees. The Purchaser shall use all reasonable efforts to ensure that, at the Applicable Completion, the Seller and the other members of the Seller Group are released in full from all guarantees, indemnities, counter indemnities, letters of credit, letters of comfort or any similar assurances of any nature given to a third party by a member of the Seller Group (or by a financial institution in connection with a banking arrangement of any member of the Seller Group) in respect of any obligation of the Business (the “Business Guarantees”). Pending release of any Business Guarantee referred to in this clause 11.7, the Purchaser shall indemnify the Seller and each member of the Seller Group against any losses incurred by it after Completion under or by reason of that Business Guarantee.
Business Guarantees. (a) The Purchaser shall use reasonable best efforts to:
(i) effect an assignment and novation of or replace, in either case effective as of Closing, each of the guarantees, letters of credit, letters of comfort, and performance bonds set forth in Disclosure Schedule 6.6 (each a “Business Guarantee”) with a guarantee, replacement letter of credit, letter of comfort, or performance bond, as applicable, issued by the Purchaser or any of its Affiliates;
(ii) obtain a permanent release, effective as of Closing, of all obligations of the Seller and any Affiliate of the Seller under each Business Guarantee that is a guarantee or performance bond; provided that the Parties acknowledge that such release may form part of an assignment and novation agreement contemplated above; and
(iii) cause the applicable beneficiary thereof to return each Business Guarantee that is a letter of credit or letter of comfort to the Seller.
(b) In furtherance of the requirements set out in Section 6.6(a), as soon as reasonably practicable following the date hereof, the Purchaser shall deliver to Seller an assignment and novation agreement (containing the release contemplated in Section 6.6(a)(ii)) for each Business Guarantee that is a guarantee or performance bond, whereupon:
(i) the Parties shall, acting in good faith, use reasonable best efforts to promptly finalize and execute (or, in the case of the Seller, cause its applicable Affiliate to execute) such assignment and novation agreement;
(ii) the Purchaser shall distribute to the applicable beneficiary each assignment and novation agreement that has been executed by the Seller or its applicable Affiliate and the Purchaser; and
(iii) the Purchaser shall use reasonable best efforts to obtain by Closing a copy of each such assignment and novation agreement executed by the applicable beneficiary.
(c) If (A) the Purchaser is unable to so assign and novate or replace any Business Guarantee that is a guarantee or performance bond as of Closing, (B) the Seller or any Affiliate of the Seller is not so released as of the Closing, or (C) the applicable beneficiary does not so return each Business Guarantee that is a letter of credit or letter of comfort to the Seller at Closing:
(i) for each Business Guarantee that is a guarantee or performance bond, the Seller agrees to leave, and cause their applicable Affiliates to leave, each such Business Guarantee in place until the earlier of: (1) such time as the Purchaser is able to effect such rep...
Business Guarantees. The Parties covenant to comply with their respective obligations identified on Schedule 5.09.
Business Guarantees. The Company hereby guarantees to the Foundation regardless of fault or negligence by way of an independent guarantee (selbständiges Garantieversprechen) (section 311 paragraph 1 of the German Civil Code (Bürgerliches Gesetzbuch)) that the statements set forth in Schedule 3 (Business Guarantees) are true, accurate and complete as of the date of this Agreement (the Business Guarantees, with the Business Guarantees and the Title Guarantees collectively referred to as the Guarantees). For these purposes, each of those such statements that are qualified as being given to the Company’s Knowledge or Best Knowledge shall be deemed accurate unless where and to the extent any of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Poetting and Özlem Türeci has actual knowledge or do not actually know due to negligence (fahrlässige Unkenntnis) on the basis of the care of a prudent businessman (Sorgfalt eines ordentlichen Geschäftsmannes) that the relevant statement is not accurate. For the avoidance of doubt, such statements shall not be considered violated on grounds that the Company has not conducted an investigation regarding freedom to operate for the Company or its Group Companies.
Business Guarantees. Buyers shall, effective as of the Closing, cause ------------------- Sellers and their Affiliates (other than the Purchased Entities) to be irrevocably released from, and, if required, one or more of Buyers or their respective Affiliates to be irrevocably substituted in all respects for Sellers and Sellers' Affiliates (other than the Purchased Entities) in respect of, all obligations of Sellers and Sellers' Affiliates (other than the Purchased Entities) under any guarantees, indemnities, surety bonds, letters of credit or letters of comfort provided by Sellers and Sellers' Affiliates (other than the Purchased Entities) for the benefit of the Business identified on Schedule 5.7 ------------ (collectively, the "Known Business Guarantees"). In the event there are any such ------------------------- guarantees or the like not so identified on Schedule 5.7, Buyers shall use their ------------ best efforts to obtain releases thereof as promptly as possible upon being notified thereof by Sellers; provided that in any and all events the applicable Purchased Entities shall remain liable for any such underlying obligations and shall satisfy them in accordance with their terms. Any Known Business Guarantees or any other guarantee identified by Sellers after the date hereof are collectively referred to as the "Business Guarantees." -------------------
Business Guarantees. If any Business Guarantee has not been released as of the Initial Closing Date, then the Parties shall use their respective commercially reasonable efforts after the Initial Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Initial Closing Date, the GNC Parties may, in such Person’s sole discretion and at such Person’s sole cost, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Subject to Article IX (including the limitations set forth therein), Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Initial Closing for any Liabilities arising out of or relating to any Business Guarantees as a result default or breach of any obligation by Nutra in connection with such Business Guarantee.