Guarantee Obligations and Liens Sample Clauses

Guarantee Obligations and Liens. (a) Harbor and Spinco shall, upon Harbor’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for Harbor or the applicable member of the Harbor Group in respect of, all obligations of any member of the Harbor Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”), and (y) terminate, or cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Harbor, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or req...
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
Guarantee Obligations and Liens. (a) Verizon and Spinco shall, upon Verizon’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective commercially reasonable efforts to: (x) terminate, or to cause Spinco, as the appropriate member of the Spinco Group, to be substituted in all respects for Verizon or the applicable member of the Verizon Group in respect of, all obligations of any member of the Verizon Group under any Spinco Liabilities identified by Verizon for which such member of the Verizon Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Verizon Guarantees”), and (y) terminate, or to cause Spinco Assets to be substituted in all respects for any Verizon Assets in respect of, any liens or encumbrances identified by Verizon on Verizon Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Verizon, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Verizon Group is or may be liable or for which any Verizon Asset is or may be encumbered unless all obligations of the Verizon Group and all liens and encumbrances on any Verizon Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Verizon.
Sample 1Sample 2Sample 3See All (10)
Guarantee Obligations and Liens. (a) HP Co. and Spinco shall cooperate, and shall cause their respective Groups to cooperate: (x) to terminate, or to cause a member of the Spinco Group to be substituted in all respects for any member of the HP Co. Group in respect of, all obligations of any member of the HP Co. Group under any Spinco Liabilities for which such member of the HP Co. Group may be liable, as guarantor, original tenant, primary obligor or otherwise, and (y) to terminate, or to cause Spinco Assets to be substituted in all respects for any HP Co. Assets in respect of, any liens or encumbrances on HP Co. Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date: (i) Spinco shall indemnify and hold harmless the HP Co. Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of HP Co., from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the HP Co. Group is or may be liable or for which any HP Co. Asset is or may be encumbered unless all obligations of the HP Co. Group and all liens and encumbrances on any HP Co. Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HP Co.
Sample 1
Guarantee Obligations and Liens. (a) Forest and Spinco shall use their commercially reasonable efforts, and shall cause their respective Groups to use their commercially reasonable efforts: (x) to terminate, or to cause a member of the Spinco Group to be substituted in all respects for any member of the Forest Group in respect of, all obligations of any member of the Forest Group under any Spinco Liabilities for which such member of the Forest Group may be liable, as guarantor, original tenant, primary obligor or otherwise, and (y) to terminate, or to cause Spinco Assets to be substituted in all respects for any Forest Assets in respect of, any liens or encumbrances on Forest Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date: (i) Spinco shall indemnify and hold harmless the Forest Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of Forest, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Forest Group is or may be liable or for which any Forest Asset is or may be encumbered unless all obligations of the Forest Group and all liens and encumbrances on any Forest Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Forest.
Sample 1
Guarantee Obligations and Liens. Buyer and Parent shall cooperate and use reasonable best efforts to, and shall cause their respective controlled Affiliates to cooperate and use reasonable best efforts to: (x) terminate, or cause Buyer or any of its Affiliates to be substituted in all respects for Parent and its Affiliates (the “Parent Group”) in respect of, all obligations of any member of the Parent Group under any Assumed Liabilities or Liabilities of a Purchased Entity for which such member of the Parent Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including under any Financial Instrument), and (y) terminate, or cause Purchased Assets or assets of the Purchased Entities to be substituted in all respects for any Excluded Assets in respect of, any liens or encumbrances identified by Parent on Excluded Assets which are securing any Assumed Liabilities or Liabilities of a Purchased Entity. From and 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 loan, lease, contract or other obligation for which a member of the Parent Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Parent Group and all liens and encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Parent.
Sample 1
Guarantee Obligations and Liens. (a) AT Co. and Spinco shall cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the Spinco Group to be substituted in all respects for any member of the AT Co. Group in respect of, all obligations of any member of the AT Co. Group under any Spinco Liabilities for which such member of the AT Co. Group may be liable, as guarantor, original tenant, primary obligor or otherwise, and (y) terminate, or to cause Spinco Assets to be substituted in all respects for any AT Co. Assets in respect of, any liens or encumbrances on AT Co. Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date: (i) Spinco shall indemnify and hold harmless the AT Co. Indemnitees for any Indemnifiable Loss arising from or relating thereto, and (ii) without the prior written consent of AT Co., from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the AT Co. Group is or may be liable or for which any AT Co. Asset is or may be encumbered unless all obligations of the AT Co. Group and all liens and encumbrances on any AT Co. Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to AT Co.
Sample 1
Guarantee Obligations and Liens 
Sample 1
AutoNDA by SimpleDocs

Related to Guarantee Obligations and Liens

  • Covenant to Guarantee Obligations The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary in this Section 6.13, with respect to the Acquisition of CEE, the Loan Parties shall cause LH Merger Sub 2 to (x) complete all planned mergers and name changes with respect to CEE no later than fourteen (14) days after the Closing Date, (y) enter into a Joinder Agreement and deliver all other documentation required by this Section 6.13 no later than twenty (20) days after the Closing Date and (z) deliver membership certificates evidencing the Pledged Equity of CEE, Qualifying Control Agreements with respect to all deposit accounts and securities accounts of CEE and an opinion of counsel for the Loan Parties related thereto pursuant to, and in accordance with, Sections 6.14(a)(ii) and (d)(ii). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

Time is Money Join Law Insider Premium to draft better contracts faster.