Certain Guarantees. (a) Without in any way affecting any obligation of Seller or any of its Affiliates prior to the Closing in respect thereof, Buyer shall cause Seller and its Affiliates (other than the Transferred Subsidiaries) to be removed or released, effective as of the Closing, in respect of all obligations of Seller and such Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit and letters of comfort obtained by Seller and such Affiliates for the benefit of the Transferred Subsidiaries that are described in Schedule 4.10 and, to the extent commercially reasonable to achieve such removal or release, shall agree to substitute itself in the place of Seller and its Affiliates. Seller and its Affiliates shall take all actions reasonably requested by Buyer or its Affiliates in connection with any such removal or release. Buyer agrees to indemnify and hold harmless Seller and its Affiliates from and against any Losses incurred by Seller and its Affiliates after the Closing under or pursuant to any such guarantee, indemnity, surety bond, letter of credit or letter of comfort.
(b) From the date of this Agreement until the Closing Date: (i) Seller shall use its commercially reasonable efforts to reach an agreement with the Specified Third Party whereby Seller and its Affiliates (other than the Transferred Subsidiaries) are removed or released in respect of all their respective obligations under the Specified Guarantee and substituted by one or more of the Transferred Subsidiaries and (ii) if Seller is unable to reach such an agreement with the Specified Third Party, Seller shall use its commercially reasonable efforts to reach an agreement with the Specified Third Party whereby the potential Liabilities of Seller and its Affiliates (other than the Transferred Subsidiaries) under the Specified Guarantee are capped at a specified maximum amount; it being understood that, except as provided below (and except to the extent of its expenditure of efforts as contemplated hereby), Seller shall not be required to incur any Liabilities in connection with the foregoing. From and after the Closing, if Seller or any of its Affiliates continue to have any obligations under the Specified Guarantee, then:
(i) Buyer shall use its commercially reasonable efforts to cause Seller and its Affiliates to be removed or released in respect of their respective obligations under the Specified Guarantee and replaced with itself or a Transferred Subsidiary in the place of Se...
Certain Guarantees. Each of Realogy, Wyndham, and, if applicable, Travelport agrees, jointly and severally, to guarantee the prompt payment when due of all amounts payable under the Cendant Deferred Compensation Plan, the Realogy Deferred Compensation Plans, the Wyndham Deferred Compensation Plan and, if applicable, the Travelport Deferred Compensation Plans, in each case, in respect of all periods prior to the end of the 2005 plan year (“Common Arrangements”) and only in the event that the primary obligor under the applicable Common Arrangement fails to satisfy its payment obligations thereunder.
Certain Guarantees. Contemporaneously with and as a condition and material inducement to the execution and delivery of this Agreement (a) by the Buyers, the Seller Guarantor shall execute and deliver to the Buyers a Guaranty Agreement in the form attached hereto as Exhibit D and (b) by the Seller, the Xxxxx Tulsa Guarantor and the HEP Tulsa Guarantor shall each execute and deliver to the Seller a Guaranty Agreement in the form attached hereto as Exhibit E.
Certain Guarantees. The parties acknowledge that Seller and/or its Affiliates (as applicable) have executed the following guarantees for the benefit of the indicated companies: (i) Eagle Industrial Products Corporation Self-Guarantee Application regarding Amerace-Rubber Dump ($100,000); (ii) Amerace-Esna Road ($35,000); (iii) Continuing Contract of Parent Guaranty of Payment by Eagle Industries, Inc. for the benefit of Amerace Corporation (regarding lease of equipment from IBM; payments of approximately $380,000 remain outstanding over the remaining term of the underlying lease). Buyer agrees promptly following the Closing Date, to use its best efforts to cause itself to be substituted as guarantor or provide other collateral necessary to cause the release of Seller and/or its Affiliates (as applicable) as guarantor. Buyer hereby agrees to indemnify and hold Seller and its Affiliates harmless from and against any loss, cost, expense or liability (including reasonable attorneys' fees and expenses), which may arise in connection with any such guarantees.
Certain Guarantees. Contemporaneously with and as a condition and material inducement to the execution and delivery of this Agreement (a) by the Buyer, the Seller Guarantor shall execute and deliver to the Buyer a Guaranty Agreement in the form attached hereto as Exhibit I and (b) by the Seller, the Buyer Guarantor shall execute and deliver to the Seller a Guaranty Agreement in the form attached hereto as Exhibit J
Certain Guarantees. Notwithstanding Section 8.1(f), two or more issues of Non-recourse Indebtedness of the Borrowers and/or one or more Subsidiaries may not be cross-guaranteed or cross-collateralized unless (a) each of such guarantees constitutes Non-recourse Indebtedness, (b) the loan-to-value ratio of each item of Non-recourse Indebtedness shall not exceed 75% as of the date of its incurrence and (c) the total value of all Real Estate subject to such pooled Non-recourse Indebtedness shall not exceed 40% of the Combined Total Asset Value of the Combined Group as of the date of the incurrence of such Non-recourse Indebtedness.
Certain Guarantees. Schedule 4.23 of the Seller Disclosure Schedule sets forth a list as of the date of this Agreement of each guarantee by Seller or one or more of its Controlled Affiliates (other than the Acquired Companies) pursuant to which Seller or one or more of such Controlled Affiliates guarantees liabilities or obligations of one or more Acquired Companies in excess of $100,000 under such guarantee.
Certain Guarantees. None of the Non-recourse Indebtedness of the Borrower or any Subsidiary or Nominee shall be guaranteed by the REIT or the Borrower or any Subsidiary or Nominee; provided, however, that two or more issues of Non-recourse Indebtedness of Special Purpose Subsidiaries may be cross-guaranteed and cross-collateralized if, and only if, each of such guarantees constitutes Non-recourse Indebtedness and the loan-to-value ratio of each item of Non-recourse Indebtedness so cross-guaranteed shall not exceed 75% as of the date of its incurrence; and provided, that the Borrower or the REIT may guarantee the Indebtedness referred to in ss. 8.1(j). In addition, none of the REIT, the Borrower, any Subsidiary or any Nominee shall guarantee any Indebtedness of any Person in which the Borrower is not a direct or indirect investor as permitted under ss. 8.3.
Certain Guarantees. Not later than 10 days following the Closing, ------------------ Buyer will cause the Sellers to be released from each Guaranty or similar arrangement pursuant to which Sellers have agreed to provide security or be liable with respect to any loan or advance of money by any third party or financial institution, equipment lessor, landlord or the like providing goods or services or making available real property for the benefit of the Company; provided, however, Buyer shall not be obligated pursuant to this Section 5(d) with respect to any such guaranty which relates to any debt or any obligation of any kind not reflected on or reserved for in the Most Recent Balance Sheet or specifically described on Annex IV.
Certain Guarantees. (a) SEACOR hereby guarantees ------------------ the due and punctual performance by each of the Purchasers of all such Purchaser's obligations under this Agreement and agrees that Sellers need not pursue any remedy against any such Purchaser for breach of this Agreement prior to proceeding directly against SEACOR hereunder.
(b) SMIT hereby guarantees that due and punctual performance by each of the Sellers of all of such Seller's obligations under this Agreement and agrees that Purchasers need not pursue any remedy against any such Seller for breach of this Agreement prior to proceeding directly against SMIT hereunder.
