Company Guarantees. There are no Company Guarantees.
Company Guarantees. (a) Buyer shall use 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, the Parent Companies and their respective Affiliates (other than the Companies), as applicable, from any liability or obligation, whether arising before, on or after the Closing Date, under any Company Guarantees in effect 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 Company 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 Company Guarantee has not been released as of the Closing Date, then Buyer shall continue to use its Reasonable Efforts after the Closing to cause each such unreleased Company 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, any of Seller, Xxxx, Entergy and their respective Affiliates may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its liability under any and all outstanding Company Guarantees.
(c) Buyer shall indemnify and hold harmless Seller, Xxxx, Entergy, and their respective Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees.
Company Guarantees. Except as disclosed on Schedule 4.8, there are no Company Guarantees.
Company Guarantees. A list of Company Guarantees as of the date hereof is set forth in Schedule 6.5 hereto, and the Seller Parties shall update such schedule as of the Closing Date, provided, however, that any such updates must be approved in writing by Buyer in accordance with the provisions of Section 6.1(xii). Buyer shall obtain from the respective beneficiary, in form and substance reasonably satisfactory to the Seller Parties, on or before the Closing, valid and binding termination of Company Guarantees or releases of Parent and its Affiliates (other than the Companies), as applicable, from any liability or obligation, whether arising before, on or after the Closing Date, under any Company Guarantees in effect as of the Closing, including by providing substitute guarantees with terms that are as favorable to the counterparty as the terms of the applicable Company 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. Buyer shall indemnify and hold harmless Parent and its Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees.
Company Guarantees. (a) A list of Company Guarantees as of the date of this Agreement is set forth on Schedule 6.5.
(b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time following the Closing Date, each of SE Transmission and MLP GP and their respective Affiliates may, in their sole discretion, take any action to terminate, obtain release of or otherwise limit its liability under any and all outstanding Company Guarantees; provided, however, that any such party shall give Spectra MLP 90 days advance written notice prior to taking any such action.
Company Guarantees. 3.2.1 Hotel shall use its reasonable best efforts to obtain the release of any Company Guarantee existing prior to the Distribution Date.
3.2.2 As set forth in Section hereof, Hotel will indemnify and hold harmless any Company Indemnitees (as hereinafter defined) from and against any Liability arising under any Company Guarantee. In connection with the foregoing, in the event Hotel indemnifies any Company Indemnitee with respect to any Liability arising under any Company Guarantee, the Company hereby agrees to take all actions necessary to cause the transfer, assignment, delivery and conveyance to Hotel of any and all collateral which has been pledged to, and all security interests in any collateral granted to, the Company which secure any third party obligations to indemnify the Company for any Liability arising under the Company Guarantees.
Company Guarantees. 50 SECTION 7.18 ACTION TAKEN IN CONNECTION WITH THE LOAN DOCUMENTS..50 SECTION 7.19 PAYMENT OF INTERCOMPANY ARRANGEMENTS................50 SECTION 7.20 REPAIR OF WELL KS-11R...............................51
Company Guarantees. The Parties shall cooperate and use commercially reasonable efforts (which shall not include any obligation of Seller to pay any cost or expense or incur any obligation) in order that, effective as of the Closing Date, (a) the Company Guarantees identified in Item 3 of Schedule 1.1A and any liabilities related thereto shall be released as to Seller and its Affiliates, and (b) substitute arrangements, if required, of Purchaser or its Affiliates shall be in effect.
Company Guarantees. (a) Neither VRM nor any member of the VRM Group shall increase its outstanding obligations in excess of the aggregate amounts of all obligations under the Company Guarantees as of January 31, 1997, set forth on Schedule 1.1(a), nor shall VRM or any of the VRM Group renew or enter into any additional obligations for which the Company would act as guarantor unless such guarantee by its terms expires as to the Company and its Subsidiaries without further liability at or prior to the Time of Distribution. VRM agrees to use its reasonable best efforts to obtain any amendments to, or consents with respect to, the Company Guarantees that are necessary in order that the Company be released no later than the Time of Distribution from any liability or obligation under the Company Guarantees; provided that if any such release has not been obtained by the Time of Distribution, VRM shall; (i) pursuant to Section 8.1 provide the Company with a full indemnity with respect thereto; and (ii) continue to use its best efforts to obtain such release as soon as practicable thereafter.
(b) VRM shall use its reasonable best efforts to refund the IRBs with replacement industrial revenue bonds prior to the Time of Distribution, which refunding shall eliminate the guarantee by the Company of the IRBs. In the event VRM is unable to so refund the IRBs prior to the Time of Distribution, for a period of up to 120 days following the Time of Distribution VRM shall use its reasonable best efforts to so refund the IRBs and shall pursuant to Section 8.1 provide the Company with a full indemnity with respect to the Company's guarantee of the IRBs. In the event VRM is unable to so refund the IRBs by the 120th day following the Time of Distribution, VRM shall prepay the IRBs in full no later than such 120th day.
Company Guarantees. From the date hereof until the Closing Date (or, if earlier, the date of termination of this Agreement in accordance with Article VIII), Parent and the Company shall use their reasonable best efforts and cooperate in good faith to either (a) obtain any requisite consent to the Transactions from each third-party counterparty to a Company Guarantee, including, as applicable, a waiver of any objections or rights such third party may have under the applicable Company Guarantee or (b) terminate and replace such Company Guarantee with a similar guarantee which is mutually agreeable to the Company, Parent and such third party.
