Common use of Company Guarantees Clause in Contracts

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. (a) A list of Company Guarantees is set forth in Schedule 6.5 hereto, and Sellers shall update such schedule as of the Closing Date. Buyer shall use its Reasonable Efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to SellerSellers, on or before the Closing, valid and binding written termination of Company Guarantees or releases of Seller, the Parent Companies Sellers 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. Buyer shall indemnify and hold harmless Sellers and their Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees. (b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after 90 days following the Closing Date, any of Seller, Xxxx, Entergy Sellers and their respective Affiliates may, in its their 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. (a) Buyer Purchaser shall use Reasonable Efforts 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, the Parent Companies Seller and their respective its Affiliates (other than the CompaniesCompany and the Subsidiaries), 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 Purchaser shall continue to use its Reasonable Efforts commercially 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 Purchaser and Seller acknowledge and agree that at any time on or after the Closing Date, any of Seller, Xxxx, Entergy Seller and their respective its Affiliates may, in its their sole discretion, take any action to terminate, obtain release of or otherwise limit its their liability under any and all outstanding Company Guarantees. (c) Buyer Purchaser shall indemnify and hold harmless Seller, Xxxx, Entergy, Seller and their respective its Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees.

Company Guarantees. (a) Buyer Purchaser shall use Reasonable Efforts 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, the Parent Companies Seller and their respective Affiliates (other than the Companies)its Affiliates, 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 Purchaser shall continue to use its Reasonable Efforts commercially 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 Purchaser and Seller acknowledge and agree that at any time on or after the Closing Date, any of Seller, Xxxx, Entergy Seller and their respective its Affiliates may, in its their sole discretion, take any action to terminate, obtain release of or otherwise limit its their liability under any and all outstanding Company Guarantees. (c) Buyer Purchaser shall indemnify and hold harmless Seller, Xxxx, Entergy, Seller and their respective its Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees.

Company Guarantees. (a) Buyer Purchaser shall use Reasonable Efforts 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, the Parent Companies Seller and their respective its Affiliates (other than the CompaniesCompanies and the Subsidiaries), 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 Purchaser shall continue to use its Reasonable Efforts commercially 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 Purchaser and Seller acknowledge and agree that at any time on or after the Closing Date, any of Seller, Xxxx, Entergy Seller and their respective its Affiliates may, in its their sole discretion, take any action to terminate, obtain release of or otherwise limit its their liability under any and all outstanding Company Guarantees. (c) Buyer Purchaser shall indemnify and hold harmless Seller, Xxxx, Entergy, Seller and their respective 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 is set forth in Schedule 6.5 hereto, and Seller shall update such schedule as of the Closing Date. Buyer shall use its 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 termination of Company Guarantees or releases of Seller, the Parent Companies Seller and their respective 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 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. Buyer shall indemnify and hold harmless Seller and its Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees. (b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after 90 days following the Closing Date, any of Seller, Xxxx, Entergy Seller and their respective its 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. (a) A list of Company Guarantees is set forth in Schedule 6.5 hereto, and Seller shall update such schedule as of the Closing Date. Buyer shall use its 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 termination of Company Guarantees or releases of Seller, the Parent Companies Seller and their respective 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 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. Buyer shall indemnify and hold harmless Seller and its Affiliates from and after the Closing for any Losses arising out of or relating to any Company Guarantees. (b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after 90 days following the Closing Date, any of Seller, Xxxx, Entergy Seller and their respective its Affiliates may, in its their 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.