Financial Support Arrangements. (a) The Company agrees that not later than July 31, 1998 (the "Release Date"), and in a manner reasonably satisfactory to LM, the Company will assume, or otherwise ensure that LM, each Transferor Subsidiary and their Affiliates are released from all obligations of LM, such Transferor Subsidiary or any of their Affiliates under all letters of credit, surety bonds and other financial support arrangements maintained as of the Closing Date by LM, such Transferor Subsidiary or any of their Affiliates in connection with the Businesses (collectively, the "Financial Support Arrangements"). As promptly as practicable after the Closing Date, LM shall provide the Company with a list of such Financial Support Arrangements to the extent not listed in Section II.10 of the Contribution Disclosure Schedule.
(b) LM will use best efforts to cause each Financial Support Arrangement to remain in full force and effect in accordance with its terms until the earliest of (i) the Release Date on which the Company assumes, or otherwise ensures that LM, each Transferor Subsidiary and their Affiliates are released from, all obligations of LM, each Transferor Subsidiary and their Affiliates under such Financial Support Arrangement in accordance with Section 4.15(a), (ii) July 31, 1998 and (iii) the date such Financial Support Arrangement terminates in accordance with its terms. After the Closing Date and prior to the Release Date for any such Financial Support Arrangement, LM will not, and will not permit any Transferor Subsidiary to, waive any requirements of or agree to amend such Financial Support Arrangement without the prior written consent of the Company. Upon the receipt of a written (i) will cause (or, if the consent of another party is required, will endeavor to cause) the principal or stated amount, as applicable, of such Financial Support Arrangement to be increased or decreased as requested and (ii) will cause other provisions thereof to be modified or amended as requested.
(c) If, after the Closing Date, (i) any amounts are drawn on or paid under any Financial Support Arrangement where LM, each Transferor Subsidiary or their Affiliates are obligated to reimburse the Person making such payment or otherwise to make payment in accordance with the Financial Support Arrangement or (ii) LM, each Transferor Subsidiary or their Affiliates pay any fees, costs or expenses relating to any Financial Support Arrangement, the Company shall pay LM, the applicable Transferor Subsidiary o...
Financial Support Arrangements. (a) Too, Inc. agrees to cooperate reasonably with any efforts undertaken by The Limited or any of its Subsidiaries intended to release The Limited and its Subsidiaries from their obligations under any guarantees (including, without limitation, guarantees of lease obligations), letters of credit, surety bonds and other financial support arrangements (collectively, the "FINANCIAL SUPPORT ARRANGEMENTS") (other than Guaranteed Leases, as defined in the Store Leases Agreement) maintained as of the date hereof by The Limited or any of its Subsidiaries in connection with the business or operations of Too, Inc. or any of its Subsidiaries.
(b) If, after the date hereof, (i) any amounts are drawn on or paid under any Financial Support Arrangement by The Limited or any of its Subsidiaries or (ii) The Limited or any of its Subsidiaries pays any fees, costs or expenses relating to any Financial Support Arrangement, then, except as otherwise specifically provided in the Stores Leases Agreement or the Building Lease Agreement, Too, Inc. shall reimburse The Limited for such amounts promptly after receipt from The Limited of notice thereof accompanied by written evidence of the underlying payment obligation.
(c) Too, Inc. shall not, and shall not permit any of its Subsidiaries to, take any action (including, without limitation, entering into any agreement that could result in a Change of Control) that could materially and adversely affect the ability of Too, Inc. to satisfy its obligations under any material contract, agreement or arrangement in respect of which a Financial Support Arrangement is in place unless, prior to the taking of such action, appropriate provision is made such that, in the reasonable judgment of The Limited, The Limited's exposure under any Financial Support Arrangement is not materially increased as a result of the taking of any such action.
Financial Support Arrangements. Parent shall have entered into the Intercreditor Agreements in the form of Exhibit F with respect to the documents identified on Schedule 5.7(a)(1) as the "Owner 2 Revolving Credit Facilities".
Financial Support Arrangements. (a) The Parties shall seek in good faith to have the Members and their respective Affiliates released from all obligations under any Financial Support Arrangements maintained by the Members or any of their respective Affiliates in connection with the Members’ respective ELV Businesses effective as of the Closing Date. In furtherance of the foregoing, the Parties agree (i) to use reasonable commercial efforts to arrange for the provision by the Company of substitute Financial Support Arrangements on terms and conditions reasonably satisfactory to the beneficiaries thereof on the Closing Date, and (ii) to provide financial information concerning the Company and each Member’s ELV Business reasonably requested by those Persons for whose benefit the Financial Support Arrangements were made.
(b) If, at any time after the Closing Date, (i) any amount is drawn on or paid under any Financial Support Arrangement maintained by the Members or any of their respective Affiliates in connection with the Members’ respective ELV Businesses pursuant to which either of the Members or any of their respective Affiliates is obligated to reimburse the Person making such payment, or (ii) either of the Members or any of their respective Affiliates pays any amounts under, or any fees, costs or expenses relating to, any such Financial Support Arrangement, the Company shall reimburse the applicable Member such amounts promptly after receipt from such Member of written notice thereof accompanied by written evidence of the underlying payment obligation.
Financial Support Arrangements. (a) At or before the Closing, Buyer shall use commercially reasonable efforts to (i) have Seller and its Affiliates released in full, effective as of the Closing Date, from all liabilities and obligations under the Financial Support Arrangements set forth on Schedule 6.04(a) that are maintained by Seller or any of its Affiliates in connection with the business of the Target Companies, (ii) in furtherance of clause (i) above, without limitation, (A) arrange for and provide substitute Financial Support Arrangements of the same type and on the same terms and conditions as the existing Financial Support Arrangements or (B) effect the assignment of related Contracts and assume all liabilities and obligations under each such Financial Support Arrangement, obtaining from the creditor, beneficiary or other counterparty a full release (in a customary form) of Seller and any of Seller’s Affiliates who are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn on or paid under any such Financial Support Arrangement and (iii) provide financial information concerning Buyer and any guarantor as may be reasonably requested by those Persons for whose benefit such Financial Support Arrangements were made. Without limiting Buyer’s undertaking in the foregoing sentence, to the extent that Seller or any of its Affiliates has performance obligations under any Financial Support Arrangements or related Contracts after the Closing Date, Buyer shall not, and shall not permit any of its Affiliates to, renew or extend the term of, increase its obligations under, or transfer to a third party, any such Financial Support Arrangement or related Contract without Seller’s prior written consent.
(b) The Parties agree that failure of Buyer to obtain any such release or replacement contemplated under Section 6.04(a) despite use of commercially reasonable efforts shall not, in and of itself, constitute a breach by Buyer of this Agreement. Buyer’s obligations in respect of replacing the Financial Support Arrangements shall only require that Buyer provide a replacement guarantee on substantially the same terms as the terms of any such Financial Support Arrangement that is being replaced in effect as of the Agreement Date, and none of Buyer or any of its Affiliates shall be required to agree to any material and adverse change in the guarantee, collateral, security or other credit supp...
Financial Support Arrangements. (a) Except as set forth on Schedule 4.02(k)(i)(E) Saint-Gobain and its Affiliates shall not be required to maintain after the Closing Date any other Financial Support Arrangements in connection with Saint-Gobain’s Businesses and may terminate the same as of the Closing Date but only to the extent Saint-Gobain has disclosed in writing to Xxxxx Corning within 30 days of the date hereof those Financial Support Arrangements it intends to so terminate. In furtherance of the foregoing, Xxxxx Corning agrees (i) to use reasonable commercial efforts to arrange for the substitution of any such disclosed Financial Support Arrangements which are to be terminated as of the Closing Date on terms and conditions reasonably satisfactory to the beneficiaries thereof on the Closing Date, and (ii) to provide financial information concerning the Company reasonably requested by those Persons for whose benefit the Financial Support Arrangements were made.
(b) If, at any time after the Closing Date, (i) any amount is drawn on or paid under any Financial Support Arrangement maintained by the Parents or any of their respective Affiliates in connection with the Parents’ respective Businesses pursuant to which either of the Parents or any of their respective Affiliates is obligated to reimburse the Person making such payment, or (ii) either of the Parents or any of their respective Affiliates pays any amounts under, or any fees, costs or expenses relating to, any such Financial Support Arrangement, the Company shall reimburse the applicable Parent such amounts promptly after receipt from such Parent of written notice thereof accompanied by written evidence of the underlying payment obligation.
Financial Support Arrangements. (a) Abercrombie & Fitch agrees to cooperate reasonably with any efforts undertaken by The Limited or any of its Subsidiaries intended to release The Limited and its Subsidiaries from their obligations under any guarantees (including, without limitation, guarantees of lease obligations), letters of credit, surety bonds and other financial support arrangements maintained as of the date hereof by The Limited or any of its Subsidiaries in connection with the business or operations of Abercrombie & Fitch or any of its Subsidiaries (collectively, the "Financial Support Arrangements").
(b) If, after the date hereof, (i) any amounts are drawn on or paid under any Financial Support Arrangement by The Limited or any of its Subsidiaries or (ii) The Limited or any of its Subsidiaries pays any fees, costs or expenses relating to any Financial Support Arrangement, Abercrombie & Fitch shall reimburse The Limited for such amounts promptly after receipt from The Limited of notice thereof accompanied by written evidence of the underlying payment obligation.
Financial Support Arrangements. Schedule 5.28 of the Disclosure Letter sets forth all Financial Support Arrangements and Restricted Cash (a) established by any member of the Seller Group for the benefit of the members of the Stock Group or the Business or (b) established by any member of the Stock Group for the benefit of any member of the Seller Group.
Financial Support Arrangements. (a) TyCom agrees to cooperate reasonably with any efforts undertaken by Tyco or any Tyco Entity intended to release Tyco and any Tyco Entities from their obligations under any guarantees (including, without limitation, guarantees of lease obligations), letters of credit, surety bonds and other financial support arrangements, but expressly excluding the Revolving Credit Agreement of even date herewith (collectively, the "Financial Support Arrangements") maintained as of the date hereof by Tyco or any Tyco Entities in connection with the business or operations of TyCom or any TyCom Entities. If Tyco is unable to be released from any Financial Support Arrangements, or if TyCom or a TyCom Entity shall require a new guarantee from Tyco, then TyCom shall pay to Tyco a guarantee fee. The amount of such fee shall be based upon the then current market conditions for a borrower substantially similar to TyCom.
Financial Support Arrangements. (a) Abercrombie & Fitch agrees to cooperate reasonably with any efforts undertaken by The Limited or any of its Subsidiaries intended to release The Limited and its Subsidiaries from their obligations under any guarantees (including, without limitation,
