Business Guarantees. (a) 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, valid and binding written releases of Parent and its Non-Business Subsidiaries, 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 at least as favorable to the counterparty as 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 request. Subject to Section 5.07(b), if any Business Guarantee has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b), the Parties acknowledge and agree that at any time on or after the Closing Date, Parent and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04.
(b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closing.
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. (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 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. 9.1 The Exiting Shareholder (“Guarantor”) hereby guarantees, subject to any applicable limitations contained in this Investment Agreement, to the Investor by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to section 311 (1) Civil Code that the statements set forth in Section 9.1.1 through and including Section 9.1.11 (collectively the “Business Guarantees” and each a “Business Guarantee”) are true and correct as of the date of this Investment Agreement:
Business Guarantees. At or prior to Closing, Purchaser shall use its commercially reasonable best efforts to terminate or replace (including by providing substitute guarantees with terms that are at least as favorable to the counterparty) the Business Guarantees. With respect to the Business Guarantees set forth on Section 5.11 of the Disclosure Schedule, to the extent such Business Guarantees have not been replaced or terminated as of the Closing, the Group Companies shall promptly reimburse and indemnify, defend and hold harmless Seller and its Affiliates with respect to all amounts paid by them in connection with any such Business Guarantees after the Closing, and Purchaser shall use its commercially reasonable best efforts to replace or terminate such Business Guarantees as promptly as practicable after the Closing. With respect to the other Business Guarantees, the Group Companies shall promptly reimburse and indemnify, defend and hold harmless Seller and its Affiliates with respect to all amounts paid by them in connection with any such Business Guarantees arising as a result of actions taken by Purchaser or any of the Group Companies following the Closing, and Purchaser shall use its commercially reasonable best efforts to replace or terminate such Business Guarantees as promptly as practicable after Purchaser becomes aware of such Business Guarantee.
Business Guarantees. Buyer shall indemnify and hold harmless Seller and its Subsidiaries from and after the Closing for any losses or Liabilities arising out of or relating to any Section 5.09 Business Guarantees (including reimbursement immediately following demand therefor with respect to (A) any out-of-pocket cost to Seller or any of its Subsidiaries of maintaining such Business Guarantee, and (B) any demand or draw upon, or withdrawal from, any Section 5.09 Business Guarantee). To the extent that any Section 5.09 Business Guarantee has any performance obligations from and after the Closing, Buyer shall upon Seller’s request (I) perform such obligations to the maximum extent practicable, or (II) otherwise take such actions as may be requested from time to time by Seller so as to put Seller and its Subsidiaries in the same position as if Buyer had performed or was performing such obligations.
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.
