Guarantees and Indebtedness. Except as disclosed on financial statements of the Borrower furnished to the Lender, the Borrower is not a party to any material contract of guaranty or suretyship and none of its assets is subject to any contract of that nature and the Borrower is not indebted to any other party, except the Lender.
Guarantees and Indebtedness. 7.1 The ERO Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any D&M Companies from any outstanding D&M Guarantees and pending such release shall, and shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company against all amounts paid by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable to such liability). The ERO Purchaser shall offer, or procure that an ERO Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant D&M Guarantee or, if not, in favour of the relevant D&M Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the DSAG Purchaser. For so long as and to the extent that any release from a D&M Guarantee has not been obtained, the ERO Purchaser shall use its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs the obligations that are so guaranteed.
7.2 The DSAG Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any ERO Companies from any outstanding ERO Guarantees and pending such release shall, and shall procure that each D&M Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offer, or procure that a D&M Company shall offer, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) or (if the ERO Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as appl...
Guarantees and Indebtedness. 7.1 The Buyer shall after Completion use all reasonable endeavours to ensure that as soon as reasonably practicable after becoming aware of any subsisting guarantee, security interest or indemnity given by any member of the Seller’s Group in relation to the obligations of any Group Company, the member of the Seller’s Group in question is released from each such guarantee, security interest and indemnity, and pending that release the Buyer shall indemnify each member of the Seller’s Group on demand against all Losses incurred by that member on or after Completion arising from or in connection with any such guarantee, security interest or indemnity, without prejudice to any claim that the Buyer may have under the Warranties or the Tax Covenant and provided also that the Seller will give notice of any claim which it or a member of the Seller’s Group receives pursuant to any such guarantee, security interest or indemnity as soon as reasonably practicable after receipt of the same by the Seller or any member of the Seller’s Group.
7.2 The Seller shall ensure that at or before Completion each Group Company is released from any guarantees, security interests and indemnities given by it in favour of the Seller or any member of the Seller’s Group and, pending that release, the Seller shall indemnify the Buyer on demand against all Losses incurred by any Group Company on or after Completion arising from or in connection with any such guarantee, security interest or indemnity.
Guarantees and Indebtedness. Neither Target Company is a guarantor or otherwise responsible for any liability or obligation (including Indebtedness) of any other Person. Schedule 4.32 sets forth the amount of all Indebtedness of the Target Companies for borrowed money as of the date hereof.
Guarantees and Indebtedness. Other than as disclosed in the Disclosure Letter or as contemplated by clause 5.3 of this Agreement:
10.1 the Sellers and the Guarantor shall ensure that at or before Completion each of the companies in the Group is released from any guarantees, security interests and indemnities given by them in favour of the Sellers or the Guarantor or any Associate of the Sellers or the Guarantor, and pending that release, the Sellers and the Guarantor shall indemnify the Purchaser and the companies in the Group on demand against all Losses arising from or in connection with those guarantees, security interests and indemnities.
10.2 the Sellers and the Guarantor shall ensure that at or before Completion all monies owing by the Sellers or the Guarantor or any Associate of the Sellers or the Guarantor to any of the companies in the Group are paid in full, whether or not then due for payment.
10.3 at Completion, the Sellers and the Guarantor waive or will procure the waiver of any amounts owing by any of the companies in the Group to the Sellers or the Guarantor or any Associate of the Sellers or the Guarantor.
Guarantees and Indebtedness. The Debtor is not a party to any contract of guaranty or suretyship and none of its assets is subject to any contract of that nature and the Debtor is not indebted to any other party, except the Secured Party.
Guarantees and Indebtedness. Except as disclosed in Schedule 5.27, the Seller is not a party to or bound by any guarantee, indemnification, surety or similar obligation (except for product warranties and guarantees granted in the ordinary course of business ) in respect of the Aggregate Business.
Guarantees and Indebtedness. Except as disclosed on financial statements of Borrower furnished to Lender or as set forth in Schedule 5.8, Borrower is not, and each Subsidiary is not, a party to any contract of guaranty or suretyship which might involve an aggregate liability of $100,000 and none of any of their assets is subject to any contract of that nature, except as otherwise permitted in this Section 5.8, and Borrower is not, and each Subsidiary is not, obligated on any Debt owed to any other party, except Lender and a revolving line of credit conforming to Section 3.
Guarantees and Indebtedness. The Seller and CCCC are not a party to or bound by any guarantee, indemnification, surety or similar obligation (except such as are granted in the ordinary course of business to the Bank of Montreal) in respect of the Business.
Guarantees and Indebtedness. 7 5.7 Taxes....................................... 7 5.8 Accuracy of Information..................... 7 5.9
