Common use of Guarantees and Indemnities Clause in Contracts

Guarantees and Indemnities. 22.1 In consideration of the Purchaser entering into this Agreement at the request of GTC, GTC hereby undertakes to the Purchaser that the Vendor shall perform its obligations and meet its liabilities under the provisions of this Agreement. 22.2 If the Vendor shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement or breach any of the Warranties then GTC shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance of the obligations or satisfaction of the liabilities of the Vendor and GTC shall indemnify and hold indemnified the Purchaser against any losses, damages, costs, charges and expenses for which the Vendor would have been liable arising out of or in connection with the said failure or breach. 22.3 In consideration of the Vendor entering into this Agreement at the request of Kaneb and STOP, each of Kaneb and STOP hereby jointly and severally undertake to the Vendor and to GTC that the Purchaser shall perform its obligations and meet its liabilities under the provisions of this Agreement. 22.4 If the Purchaser shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement then Kaneb and STOP shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance of the obligations or satisfaction of the liabilities of the Purchaser and Kaneb and STOP shall each indemnify and hold indemnified the Vendor against any losses, damages, costs, charges and expenses for which the Purchaser would have been liable arising out of or in connection with the said failure or breach. 22.5 In consideration for GTC guaranteeing the obligations and Warranties of the Vendor to the Purchaser under sub-clauses 22.1 and 22.2 above at the request of the Purchaser and Kaneb, the Purchaser shall use all reasonable endeavours to procure that GTC is released and discharged from the GTC Guarantees, and without prejudice to the generality of the foregoing, Kaneb shall provide such guarantee (or other suitable guarantee from within the Kaneb group of companies) as may be required for that purpose, provided that such guarantee is no more onerous than the current GTC Guarantee. Pending such release and discharge each of the Purchaser and Kaneb hereby jointly and severally indemnifies and shall hold GTC fully indemnified from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered or incurred by GTC of whatsoever nature arising out of or in connection with all or any GTC Guarantees ("the GTC Indemnified Claims") to the extent that such GTC Indemnified Claims relate to periods after the Completion Date.

Guarantees and Indemnities. 22.1 In consideration of 6.1 On or before the Purchaser entering into this Agreement at the request of GTCSeparation Effective Time, GTC hereby undertakes to the Purchaser that the Vendor shall perform its obligations and meet its liabilities under the provisions of this Agreement. 22.2 If the Vendor shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement or breach any of the Warranties then GTC shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance of the obligations or satisfaction of the liabilities of the Vendor and GTC shall indemnify and hold indemnified the Purchaser against any losses, damages, costs, charges and expenses for which the Vendor would have been liable arising out of or in connection with the said failure or breach. 22.3 In consideration of the Vendor entering into this Agreement at the request of Kaneb and STOPas soon as practicable thereafter, each of Kaneb the Seller and STOP hereby jointly the Company shall (and severally undertake shall procure that the RemainCo Group members and the DivestCo Group members respectively shall) use reasonable endeavours to: (a) have any RemainCo Group member removed as guarantor of or obligor for any DivestCo Liability to the Vendor and extent related to GTC the DivestCo Liability, including the removal of any Encumbrance other than Permitted Encumbrances on any RemainCo Asset that may serve as collateral or security for any such DivestCo Liability (including the German Land Charge); and (b) have any DivestCo Group member removed as guarantor of or obligor for any RemainCo Liability to the extent related to the RemainCo Liability, including the removal of any Encumbrance other than Permitted Encumbrances on any DivestCo Asset that may serve as collateral or security for any such RemainCo Liability. 6.2 To the extent required to obtain a release from a guarantee in accordance with Clause 6.1 of: (a) any member of the DivestCo Group, the Seller shall (or shall procure that the Purchaser shall perform its obligations and meet its liabilities under relevant RemainCo Group member shall) execute a guarantee agreement in the provisions of this Agreement. 22.4 If the Purchaser shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement then Kaneb and STOP shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance form of the obligations existing guarantee or satisfaction of such other form as is reasonably requested by the liabilities of the Purchaser and Kaneb and STOP shall each indemnify and hold indemnified the Vendor against any losses, damages, costs, charges and expenses for which the Purchaser would have been liable arising out of or in connection with the said failure or breach. 22.5 In consideration for GTC guaranteeing the obligations and Warranties of the Vendor to the Purchaser guaranteed party under sub-clauses 22.1 and 22.2 above at the request of the Purchaser and Kaneb, the Purchaser shall use all reasonable endeavours to procure that GTC is released and discharged from the GTC Guarantees, and without prejudice to the generality of the foregoing, Kaneb shall provide such guarantee (or other suitable guarantee from within the Kaneb group of companies) as may be required for that purposeagreement, provided that such guarantee is no more onerous than the current GTC Guarantee. Pending such release and discharge each of the Purchaser and Kaneb hereby jointly and severally indemnifies and shall hold GTC fully indemnified from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered or incurred by GTC of whatsoever nature arising out of or in connection with all or any GTC Guarantees ("the GTC Indemnified Claims") except to the extent that such GTC Indemnified Claims relate existing guarantee contains terms with which the RemainCo Group would be reasonably unable to periods after comply (or not reasonably able to avoid breaching); and (b) any member of the Completion DateRemainCo Group, the Company shall (or shall procure that the relevant DivestCo Group member shall) execute a guarantee agreement in the form of the existing guarantee or such other form as is reasonably requested by the guaranteed party under such guarantee agreement, except to the extent that such existing guarantee contains terms with which the DivestCo Group would be reasonably unable to comply (or not reasonably able to avoid breaching), provided that, without prejudice to Clause 6.3 in respect of such guarantee, neither the Seller or the Company (or any of member of their respective Groups) agrees to any replacement guarantee that is more onerous for a member of the DivestCo Group than the original guarantee, without the Purchaser’s prior written consent. 6.3 If a person cannot be removed from a guarantee as provided for in Clause 6.1 on or before the Separation Effective Time: (a) the Seller (in respect of guarantees or obligations referred to in Clause 6.1(b)) or the Company (in respect of guarantees or obligations referred to in Clause 6.1(a)) shall indemnify, defend and hold harmless the guarantor or obligor against or from any Loss arising from or relating thereto and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligation or other liabilities of such guarantor or obligor thereunder; and (b) the relevant party shall (and shall procure that its Group members shall) not agree to renew, extend the term of, increase any obligations under or transfer to any person, any loan, guarantee, lease, contract or other obligation in relation to such a guarantor or obligor unless all obligations of the guarantor or obligor are terminated on terms satisfactory to the guarantor or obligor.

Guarantees and Indemnities. 22.1 In consideration 14.1 The Parent Seller shall procure that on Completion each Group Member is released from all guarantees, letters of comfort, indemnities or any other obligation akin to the foregoing (together, “Group Commitments”) excluding those given under the Factoring Agreement, given by that Group Member in respect of any liability or obligation of any member of the Purchaser entering into this Agreement at Sellers’ Group, and, with effect from Completion, pending such release the request Parent Seller shall indemnify that Group Member against all liabilities arising under all those Group Commitments (including those given under the Factoring Agreement). 14.2 The Buyers shall procure that on Completion the Parent Seller and each member of GTCthe Sellers’ Group is released from all Group Commitments excluding those given under the Factoring Agreement, GTC hereby undertakes to given by the Purchaser Parent Seller or any member of the Sellers’ Group in respect of any liability or obligation of any Group Member, and, with effect from Completion, pending such release, the Buyers shall indemnify the Parent Seller and the Sellers’ Group against all liabilities arising under all those Group Commitments (including those given under the Factoring Agreement). 14.3 To the extent that, following Completion, any Group Member has not been released from all Group Commitments given by that Group Member in respect of any liability or obligation of any member of the Sellers’ Group: (a) the Parent Seller shall procure that the Vendor shall perform its obligations and meet its liabilities relevant Group Member is released from all such Group Commitments other than those given under the provisions Factoring Agreement as soon as reasonably practicable after Completion; and ​ (b) until such release is effective and/or for so long as the Factoring Agreement is in place in respect of this EMS US, the Parent Seller shall indemnify the relevant Group Member on an after-Tax basis against all liabilities arising under all those Group Commitments (including those given under the Factoring Agreement). 22.2 If 14.4 To the Vendor shall fail in extent that, following Completion, the Parent Seller or any respect to perform any such obligations or meet any such liabilities under this Agreement or breach any member of the Warranties then GTC shall forthwith perform Sellers’ Group (as applicable) has not been released from all Group Commitments given by the Parent Seller or take any steps necessary or desirable to achieve the due and faithful performance member of the obligations Sellers’ Group (as applicable) in respect of any liability or satisfaction obligation of any Group Member: (a) the Buyers shall procure that the Parent Seller or any member of the liabilities Sellers’ Group (as applicable) is released from all such Group Commitments other than the Factoring Agreement as soon as reasonably practicable after Completion; and (b) until such release is effective and/or for so long as the Factoring Agreement is in place in respect of EMS US, the Buyers shall indemnify the Parent Seller and the relevant member of the Vendor and GTC shall indemnify and hold indemnified the Purchaser Sellers’ Group (as applicable) on an after-Tax basis against any losses, damages, costs, charges and expenses for which the Vendor would have been liable all liabilities arising out of or in connection with the said failure or breach. 22.3 In consideration of the Vendor entering into this Agreement at the request of Kaneb and STOP, each of Kaneb and STOP hereby jointly and severally undertake to the Vendor and to GTC that the Purchaser shall perform its obligations and meet its liabilities under all those Group Commitments (including those given under the provisions of this Factoring Agreement). 22.4 If the Purchaser shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement then Kaneb and STOP shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance of the obligations or satisfaction of the liabilities of the Purchaser and Kaneb and STOP shall each indemnify and hold indemnified the Vendor against any losses, damages, costs, charges and expenses for which the Purchaser would have been liable arising out of or in connection with the said failure or breach. 22.5 In consideration for GTC guaranteeing the obligations and Warranties of the Vendor to the Purchaser under sub-clauses 22.1 and 22.2 above at the request of the Purchaser and Kaneb, the Purchaser shall use all reasonable endeavours to procure that GTC is released and discharged from the GTC Guarantees, and without prejudice to the generality of the foregoing, Kaneb shall provide such guarantee (or other suitable guarantee from within the Kaneb group of companies) as may be required for that purpose, provided that such guarantee is no more onerous than the current GTC Guarantee. Pending such release and discharge each of the Purchaser and Kaneb hereby jointly and severally indemnifies and shall hold GTC fully indemnified from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered or incurred by GTC of whatsoever nature arising out of or in connection with all or any GTC Guarantees ("the GTC Indemnified Claims") to the extent that such GTC Indemnified Claims relate to periods after the Completion Date.

Guarantees and Indemnities. 22.1 Each of the Guarantor and the Vendors undertake with the Purchaser that they will each use their best endeavours to procure the release of the Companies from all guarantees, indemnities and securities given by the Companies in respect of liabilities of any Associate thereof and prior to the formal release of the Companies from liability under or in connection with any such guarantees, indemnities and securities shall indemnify the Companies and keep them indemnified from and against any payment made under any such guarantees, indemnities and securities and any expense, loss, damage, cost, claim or liability whatsoever which the Company may incur under or in connection therewith 11 US LEASE -------- The US Vendor and the Purchaser shall co-operate together with a view to obtaining the consent of the landlord of the US Property pursuant to clause 25 of the US Lease. The US Vendor and the Purchaser shall use all reasonable endeavours to obtain from the Landlord a release of any liabilities of the US Company in respect of the US Property and any liabilities of the US Vendor as guarantor of the obligations of the US Company with regard thereto and in connection therewith, the Purchaser shall offer the Purchaser's Guarantor as a substitute guarantor for the obligations of the tenant under the US Lease. Pending the obtaining of landlord's consent pursuant to clause 25 of the US Lease and the release of the US Company's and the US Vendor's liabilities the Purchaser and the Purchaser's Guarantor shall indemnify and keep indemnified the US Company and the US Vendor against all costs, claims, demands, expenses and liabilities whatsoever arising pursuant to the US Lease or the guarantee thereof by the US Vendor. PENSIONS -------- The provisions of the Sixth Schedule shall apply. GUARANTEE BY THE GUARANTOR -------------------------- In consideration of the Purchaser entering into this Agreement at its request the request of GTC, GTC hereby undertakes Guarantor unconditionally and irrevocably guarantees to the Purchaser that as a primary obligation and debt of the Vendor shall perform its obligations Guarantor the due and meet its liabilities under punctual payment by the provisions Vendors and each of this Agreement. 22.2 If the Vendor shall fail in them of any respect to perform any such obligations or meet any such liabilities sum due under this Agreement or breach any of and the Warranties then GTC shall forthwith perform or take any steps necessary or desirable to achieve Tax Deed the due and faithful punctual performance of the obligations or satisfaction any obligation of the liabilities Vendors and each of them or any other member of the Vendor and GTC shall indemnify and hold indemnified the Purchaser against any losses, damages, costs, charges and expenses for which the Vendor would have been liable arising out of or in connection with the said failure or breach. 22.3 In consideration of the Vendor entering into this Agreement at the request of Kaneb and STOP, each of Kaneb and STOP hereby jointly and severally undertake to the Vendor and to GTC that the Purchaser shall perform its obligations and meet its liabilities under the provisions of this Agreement. 22.4 If the Purchaser shall fail in any respect to perform any such obligations or meet any such liabilities Group under this Agreement then Kaneb and STOP the Tax Deed and undertakes with the Purchaser that if and whenever any Vendor shall be in default of any of its obligations under this Agreement and the Tax Deed the Guarantor will forthwith perform make good the default as if the Guarantor instead of that Vendor was expressed to be the primary obligor under this Agreement and the Tax Deed (as the case may be) and notwithstanding any indulgence granted by the Purchaser to that Vendor. This guarantee shall not be affected by any legal limitation disability or take other circumstances relating to the Vendors or any steps necessary irregularity unenforceability or desirable invalidity or of any obligations of the Vendors under this Agreement. The Purchaser's Guarantor (unconditionally and irrevocably guarantees to achieve the Guarantor (for itself and as trustee for the Vendors), the due and faithful punctual performance by the Purchaser of each of its obligations hereunder and under any document in agreed terms as a primary obligation and debt of the Purchaser's Guarantor its due and punctual payments by the Purchaser of any sum that may become due to the Vendors (or any of them under this Agreement); the due and punctual performance of the obligations or satisfaction of the liabilities any obligation of the Purchaser under this Agreement and Kaneb and STOP shall each indemnify and hold indemnified the Vendor against any losses, damages, costs, charges and expenses for which the Purchaser would have been liable arising out of or in connection with the said failure or breachTax Deed. 22.5 In consideration for GTC guaranteeing the obligations and Warranties of the Vendor to the Purchaser under sub-clauses 22.1 and 22.2 above at the request of the Purchaser and Kaneb, the Purchaser shall use all reasonable endeavours to procure that GTC is released and discharged from the GTC Guarantees, and without prejudice to the generality of the foregoing, Kaneb shall provide such guarantee (or other suitable guarantee from within the Kaneb group of companies) as may be required for that purpose, provided that such guarantee is no more onerous than the current GTC Guarantee. Pending such release and discharge each of the Purchaser and Kaneb hereby jointly and severally indemnifies and shall hold GTC fully indemnified from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered or incurred by GTC of whatsoever nature arising out of or in connection with all or any GTC Guarantees ("the GTC Indemnified Claims") to the extent that such GTC Indemnified Claims relate to periods after the Completion Date.

Guarantees and Indemnities. 22.1 In consideration 12.1 The Parent shall procure that on First Completion each Target Company and each First Completion Target Subsidiary is released from all guarantees, letters of comfort, indemnities or any other obligation akin to the foregoing (together, Group Commitments) given by that member of the Purchaser entering into this Agreement at Target Group in respect of any liability or obligation of any member of the request Retained Group, and pending such release the Parent shall indemnify that member of GTC, GTC hereby undertakes to the Purchaser that the Vendor shall perform its obligations and meet its Target Group against all liabilities arising under the provisions of this Agreementthose Group Commitments following First Completion. 22.2 If 12.2 The Purchaser shall procure that as from First Completion the Vendor shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement or breach any Parent and each member of the Warranties then GTC shall forthwith perform Retained Group is released from all Group Commitments given by the Parent or take any steps necessary or desirable to achieve the due and faithful performance member of the obligations Retained Group in respect of any liability or satisfaction obligation of the liabilities of the Vendor any Target Company or any First Completion Target Subsidiary, and GTC shall indemnify and hold indemnified the Purchaser against any losses, damages, costs, charges and expenses for which the Vendor would have been liable arising out of or in connection with the said failure or breach. 22.3 In consideration of the Vendor entering into this Agreement at the request of Kaneb and STOP, each of Kaneb and STOP hereby jointly and severally undertake to the Vendor and to GTC that the Purchaser shall perform its obligations and meet its liabilities under the provisions of this Agreement. 22.4 If the Purchaser shall fail in any respect to perform any pending such obligations or meet any such liabilities under this Agreement then Kaneb and STOP shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance of the obligations or satisfaction of the liabilities of the Purchaser and Kaneb and STOP shall each indemnify and hold indemnified the Vendor against any losses, damages, costs, charges and expenses for which the Purchaser would have been liable arising out of or in connection with the said failure or breach. 22.5 In consideration for GTC guaranteeing the obligations and Warranties of the Vendor to the Purchaser under sub-clauses 22.1 and 22.2 above at the request of the Purchaser and Kanebrelease, the Purchaser shall procure that the members of the Target Group transferred at First Completion indemnify the Parent or that member of the Retained Group against all liabilities arising under those Group Commitments following First Completion. 12.3 The Parent shall procure that on each Deferred Completion each relevant Deferred Target Subsidiary is released from all Group Commitments given by that member of the Target Group in respect of any liability or obligation of any member of the Retained Group, and pending such release the Parent shall indemnify that member of the Target Group against all liabilities arising under those Group Commitments following the relevant Deferred Completion. 12.4 The Purchaser shall procure that as from each Deferred Completion the Parent and each member of the Retained Group is released from all Group Commitments given by the Parent or any member of the Retained Group in respect of any liability or obligation of any relevant Deferred Target Subsidiary, and pending such release, the Purchaser shall procure that the Deferred Target Subsidiaries transferred at the relevant Deferred Completion indemnify the Parent or that member of the Retained Group against all liabilities arising under those Group Commitments following the relevant Deferred Completion. 12.5 To the extent that, following First Completion or a Deferred Completion (as the case may be), the Parent or any member of the Retained Group (as applicable) has not been released from all Group Commitments given by the Parent or any member of the Retained Group (as applicable) in respect of any liability or obligation of any Target Company or any First Completion Target Subsidiary or Deferred Target Subsidiary (as applicable): (a) the Purchaser shall use all reasonable endeavours to procure that GTC the Parent or any member of the Retained Group (as applicable) is released and discharged from all such Group Commitments as soon as reasonably practicable after First Completion or such Deferred Completion (as applicable); and (b) until such release is effective, the GTC Guarantees, and without prejudice to Purchaser shall procure that any Target Company or any First Completion Target Subsidiary or Deferred Target Subsidiary (as applicable) shall indemnify the generality Parent or the relevant member of the foregoingRetained Group (as applicable) against all liabilities arising under those Group Commitments. 12.6 To the extent that, Kaneb following First Completion or a Deferred Completion (as the case may be), any Target Company, First Completion Target Subsidiary or Deferred Target Subsidiary (as applicable) has not been released from all Group Commitments given by that Target Company,First Completion Target Subsidiary or Deferred Target Subsidiary (as applicable) in respect of any liability or obligation of any member of the Retained Group: (a) the Parent shall provide use reasonable endeavours to procure that the Target Company, First Completion Target Subsidiary or Deferred Target Subsidiary (as applicable) is released from all such guarantee Group Commitments as soon as reasonably practicable after First Completion or such Deferred Completion (as applicable); and (b) until such release is effective, the Parent shall indemnify the Target Company, First Completion Target Subsidiary or other suitable guarantee from within the Kaneb group of companiesDeferred Target Subsidiary (as applicable) as against all liabilities arising under those Group Commitments. 12.7 Clauses 12.1, 12.3 and 12.6 may be required for that purpose, provided that such guarantee is no more onerous than enforced by the current GTC Guarantee. Pending such release and discharge each relevant member of the Target Group (with, where that member is not the Purchaser, the Purchaser’s prior written consent) against the Parent under the Contracts (Rights of Third Parties) Xxx 0000. The provisions of clauses 12.1, 12.3 and 12.6 may be varied by agreement between the Parent and the Purchaser (and Kaneb hereby jointly and severally indemnifies and shall hold GTC fully indemnified from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered the Purchaser may also release or incurred by GTC of whatsoever nature arising out of compromise in whole or in connection with all part any liability in respect of rights or claims contemplated by clauses 12.1, 12.3 or 12.6) without the consent of any GTC Guarantees other member of the Target Group. 12.8 Clauses 12.2, 12.4 and 12.5 may be enforced by each relevant member of the Retained Group ("with, where that member is not the GTC Indemnified Claims"Parent, the Parent’s prior written consent) to against the extent that such GTC Indemnified Claims relate to periods after Purchaser under the Completion DateContracts (Rights of Third Parties) Xxx 0000. The provisions of clauses 12.2, 12.4 and 12.5 may be varied by agreement between the Parent and the Purchaser (and the Parent may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by clauses 12.2, 12.4 or 12.5) without the consent of any other member of the Retained Group.

Guarantees and Indemnities. 22.1 In consideration of 6.1 On or before the Purchaser entering into this Agreement at the request of GTCSeparation Effective Time, GTC hereby undertakes to the Purchaser that the Vendor shall perform its obligations and meet its liabilities under the provisions of this Agreement. 22.2 If the Vendor shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement or breach any of the Warranties then GTC shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance of the obligations or satisfaction of the liabilities of the Vendor and GTC shall indemnify and hold indemnified the Purchaser against any losses, damages, costs, charges and expenses for which the Vendor would have been liable arising out of or in connection with the said failure or breach. 22.3 In consideration of the Vendor entering into this Agreement at the request of Kaneb and STOPas soon as practicable thereafter, each of Kaneb the Seller and STOP hereby jointly the Company shall (and severally undertake shall procure that the RemainCo Group members and the DivestCo Group members respectively shall) use reasonable endeavours to: (a) have any RemainCo Group member removed as guarantor of or obligor for any DivestCo Liability to the Vendor and extent related to GTC the DivestCo Liability, including the removal of any Encumbrance other than Permitted Encumbrances on any RemainCo Asset that may serve as collateral or security for any such DivestCo Liability (including the German Land Charge); and (b) have any DivestCo Group member removed as guarantor of or obligor for any RemainCo Liability to the extent related to the RemainCo Liability, including the removal of any Encumbrance other than Permitted Encumbrances on any DivestCo Asset that may serve as collateral or security for any such RemainCo Liability. 6.2 To the extent required to obtain a release from a guarantee in accordance with Clause 6.1 of: (a) any member of the DivestCo Group, the Seller shall (or shall procure that the Purchaser shall perform its obligations and meet its liabilities under relevant RemainCo Group member shall) execute a guarantee agreement in the provisions of this Agreement. 22.4 If the Purchaser shall fail in any respect to perform any such obligations or meet any such liabilities under this Agreement then Kaneb and STOP shall forthwith perform or take any steps necessary or desirable to achieve the due and faithful performance form of the obligations existing guarantee or satisfaction of such other form as is reasonably requested by the liabilities of the Purchaser and Kaneb and STOP shall each indemnify and hold indemnified the Vendor against any losses, damages, costs, charges and expenses for which the Purchaser would have been liable arising out of or in connection with the said failure or breach. 22.5 In consideration for GTC guaranteeing the obligations and Warranties of the Vendor to the Purchaser guaranteed party under sub-clauses 22.1 and 22.2 above at the request of the Purchaser and Kaneb, the Purchaser shall use all reasonable endeavours to procure that GTC is released and discharged from the GTC Guarantees, and without prejudice to the generality of the foregoing, Kaneb shall provide such guarantee (or other suitable guarantee from within the Kaneb group of companies) as may be required for that purposeagreement, provided that such guarantee is no more onerous than the current GTC Guarantee. Pending such release and discharge each of the Purchaser and Kaneb hereby jointly and severally indemnifies and shall hold GTC fully indemnified from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered or incurred by GTC of whatsoever nature arising out of or in connection with all or any GTC Guarantees ("the GTC Indemnified Claims") except to the extent that such GTC Indemnified Claims relate existing guarantee contains terms with which the RemainCo Group would be reasonably unable to periods after comply (or not reasonably able to avoid breaching); and (b) any member of the Completion DateRemainCo Group, the Company shall (or shall procure that the relevant DivestCo Group member shall) execute a guarantee agreement in the form of the existing guarantee or such other form as is reasonably requested by the guaranteed party under such guarantee agreement, except to the extent that such existing guarantee contains terms with which the DivestCo Group would be reasonably unable to comply (or not reasonably able to avoid breaching), provided that, without prejudice to Clause 6.3 in respect of such guarantee, neither the Seller or the Company (or any of member of their respective Groups) agrees to any replacement guarantee that is more onerous for a DivestCo Member than the original guarantee, without the Purchaser’s prior written consent.