Guarantee Arrangements. (a) If Thermo Electron provides a Parent Guarantee of an Underlying Obligation, and the beneficiary(ies) of the Parent Guarantee enforce the Parent Guarantee, or Thermo Electron performs under the Parent Guarantee for any other reason, then the Majority Owned Subsidiary that is obligated, either directly or indirectly through a wholly-owned subsidiary, under such Underlying Obligation shall indemnify and save harmless Thermo Electron from any liability, cost, expense or damage (including reasonable attorneys' fees) suffered by Thermo Electron as a result of the Parent Guarantee. If the Underlying Obligation is issued by a Second Tier Majority Owned Subsidiary or a wholly-owned subsidiary thereof, and such Second Tier Majority Owned Subsidiary is unable to fully indemnify Thermo Electron (because of the poor financial condition of such Second Tier Majority Owned Subsidiary, or for any other reason), then the First Tier Majority Owned Subsidiary that owns the majority of the stock of such Second Tier Majority Owned Subsidiary shall indemnify and save harmless Thermo Electron from any remaining liability, cost, expense or damage (including reasonable attorneys' fees) suffered by Thermo Electron as a result of the Parent Guarantee. If a Majority Owned Subsidiary or a wholly-owned subsidiary thereof provides a Credit Support Obligation for any subsidiary of Thermo Electron, other than a subsidiary of such Majority Owned Subsidiary, and the beneficiary(ies) of the Credit Support Obligation enforce the Credit Support Obligation, or the Majority Owned Subsidiary or its wholly-owned subsidiary performs under the Credit Support Obligation for any other reason, then Thermo Electron shall indemnify and save harmless the Majority Owned Subsidiary or its wholly-owned subsidiary, as applicable, from any liability, cost, expense or damage (including reasonable attorneys' fees) suffered by the Majority Owned Subsidiary or its wholly-owned subsidiary, as applicable, as a result of the Credit Support Obligation. Without limiting the foregoing, Credit Support Obligations include the deposit of funds by a Majority Owned Subsidiary or a wholly-owned subsidiary thereof in a credit arrangement with a banking facility whereby such funds are available to the banking facility as collateral for overdraft obligations of other Majority Owned Subsidiaries or their subsidiaries also participating in the credit arrangement with such banking facility. Nothwithstanding the foregoing, in ord...
Guarantee Arrangements. Following the Closing Date, Buyer shall use commercially reasonable efforts to do all things necessary or desirable to cause (i) the applicable Target Affiliate to be unconditionally released from any guarantee or other obligation to ensure the performance of either Company made or given by any Target Affiliate or (ii) Buyer or one or more of its affiliates to be substituted for the applicable Target Affiliate as guarantor under any such guarantee or other obligation; provided, however, that the foregoing provisions of this sentence shall not apply with respect to any guarantee or other obligation made or given by Target to a third-party vendor or licensor in connection with securing consent to Target’s provision of the transition services contemplated by the Transition Services Agreement. Buyer shall execute and deliver such documents, certificates, agreements, and other instruments and to take such other actions as may be reasonably necessary or desirable in order to implement such release or substitution. Notwithstanding the other provisions of this Section 8(k), all liabilities and obligations (including those referenced in the above proviso) of any Target Affiliate under such guarantees and obligations shall be subject to Section 11(b)(iii), and, with respect to those referenced in the above proviso, also to the indemnification provisions of the Transition Services Agreement.
Guarantee Arrangements. SECTION 1201 Guarantee. Each Guarantor hereby unconditionally guarantees (such guarantees collectively referred to as the "Guarantee") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities, any of the Security Documents or the obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, any interest on the Securities (including, without limitation, any interest that accrues after the filing of a proceeding of the type described in Sections 501(7) and (8) hereof), premium, fees, expenses and all other amounts will be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other obligations of the Company or any Guarantor to the Holders or the Trustee hereunder or thereunder including fees, expenses or other whether now or hereafter existing will be promptly paid in full or performed, all strictly in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligations of the Company to the Holders, for whatever reason, each Guarantor will be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, any Security Document or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. The obligations of a Guarantor are independent of any obligation of the Company or any other Guarantor. Each of the Guarantors hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Securities, any Security Document, this Indenture or any other document relating thereto, the absence of any action t...
Guarantee Arrangements. Subject to the terms and conditions of this Agreement, Newco, Melville and the Company will use commercially reasonable efforts to take, and Newco, after the Closing, will cause the Company to use commercially reasonable efforts to take, or cause to be taken, all actions and to use commercially reasonable efforts to do, or cause to be done, all things necessary or desirable to cause the Company, or an Affiliate of the Company (other than any Manager or Investor or any Affiliate who is an individual) acceptable to Melville, the Company and Newco, to be substituted for MRC as the guarantor of the Headquarters Lease and the Leases to the extent permitted under the Financing; provided that nothing stated herein shall require Melville, the Company or Newco to make any payment (other than incidental postage and office expenses) to obtain such substitution. Melville, Newco and the Company agree, and Newco, after the Closing, agrees to cause the Company and each Subsidiary, to execute and deliver such documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement such substitution, subject to the proviso in the immediately preceding sentence.
Guarantee Arrangements. The relevant Seller shall provide guarantee in favour of the relevant Lessor to secure the due performance of the relevant Lessee Payment Obligation by the Lessee. The form, terms and conditions of the guarantee shall be agreed among the relevant Seller, Lessor and Xxxxxx in writing as set out in the individual agreements from time to time, provided that:
Guarantee Arrangements. 10.3.1 The Council shall comply with its obligations in respect of liabilities falling due under the terms of the Admissions Agreement and the regulations made under the Superannuation Act 1972 in relation to Eligible Employees and specifically Clause 64 of the Local Government Pension Scheme (Admin) Regulation 2014 (as amended from time to time).
10.3.2 The parties shall keep under review and in a manner set out in the Admission Agreement risk and contingent liability.
10.3.3 The Trust shall not cease its membership of LGPS without prior consultation with the Council as well as the Employees affected by any such change.
