Business Guarantees. (a) Buyer shall, and shall cause its Affiliates to, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Sellers, on or before the Relevant Closing, valid and binding written releases of the Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released at the Relevant Closing Date, then Buyer shall, for up to 180 days following the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating to any Business Guarantees incurred by such Retained Entities after the Relevant 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.
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) Prior to the Closing, Buyer and Seller shall reasonably cooperate and shall each use commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing, valid and binding written unconditional releases of Seller and its Affiliates, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the Business Guarantees set forth on Schedule 1.01(c) as such schedule may be amended from time to time before, on or after the Closing Date with respect to the Lease Guarantees (the “Listed Business Guarantees”), which releases shall be effective as of the Closing; provided, however, that this Section 5.10(a) shall not require Buyer to obtain any new or replacement letter of credit, comfort letter, bond, surety or other credit support or otherwise post any similar security obligation or (directly, or indirectly as a result of the release occurring) incur any cost or expense in connection with such efforts.
Business Guarantees. (a) The Purchaser shall use reasonable best efforts to:
Business Guarantees. 12.7 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 12.7, 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) Except with respect to the Business Guarantee contemplated on Schedule 7.21 (the “Seller Guarantee”), with respect to any Business Guarantee delivered to Purchaser not later than thirty (30) days prior to the Closing Date (the “Identified Business Guarantees”), Purchaser shall use its commercially reasonable efforts 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 (other than the Acquired Company), as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Identified Business Guarantees provided to any Person (other than Seller and its Affiliates) in effect as of the Closing to the extent such Liability is related to obligations of the Acquired Company, including by using commercially reasonable efforts to provide substitute guarantees with terms that are consistent in all material respects as the terms of the applicable Identified Business Guarantees and by using commercially reasonable efforts to furnish letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. If any such Identified Business Guarantee has not been so released as of the Closing Date, then Purchaser shall continue to use its commercially reasonable efforts after the Closing to cause each such unreleased Identified Business Guarantee to be released as promptly as reasonably practicable. Seller shall, and shall cause its Affiliates to, reasonably cooperate with Purchaser and its Affiliates in order to obtain such releases or substitutions.
Business Guarantees. (b) 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 67| 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. 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.
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." -------------------
