Guarantees and Letters of Credit. (a) Dover shall (with the commercially reasonable cooperation of Xxxxxxx and the other members of the Xxxxxxx Group) use its commercially reasonable efforts, if so requested by Xxxxxxx, to have any member of the Xxxxxxx Group removed as guarantor of, or obligor for, any Dover Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Dover Liabilities.
Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover shall (with the commercially reasonable cooperation of Apergy and the other members of the Apergy Group) use its commercially reasonable efforts, if so requested by Apergy, to have any member of the Apergy Group removed as guarantor of, or obligor for, any Dover Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Dover Liabilities.
Guarantees and Letters of Credit. (1) SG Holdings shall (with the commercially reasonable cooperation of SG DevCo and the other members of the SG DevCo Group) use its commercially reasonable efforts, if so requested by SG DevCo, to have any member of the SG DevCo Group removed as guarantor of, or obligor for, any SG Holdings Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(1), to the extent that they relate to SG Holdings Liabilities.
Guarantees and Letters of Credit. (a) Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) shall (with the commercially reasonable cooperation of Crane Company and the other members of the Crane Company Group) use its commercially reasonable efforts, if so requested by Crane Company, to have any member of the Crane Company Group removed as guarantor of, or obligor for, any Crane NXT Liability to the extent that they relate to any Crane NXT Liability.
Guarantees and Letters of Credit. BCP shall cause Parent to use its reasonable best efforts to (i) substitute itself or an Affiliate for TRW or a Subsidiary of TRW, as applicable, with respect to (and cause TRW or such Subsidiary to be released from) the financial and performance guarantees delivered by TRW or such Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11, and (ii) cause to be issued letters of credit as replacement letters of credit for ones issued by TRW or a Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11; provided, however, that the parties agree to cause Parent to indemnify and hold Northrop Grumman and TRW harmless from and against any and all Losses resulting from any payment following the Closing Date by TRW or any of its Subsidiaries under such guarantees or letters of credit. Schedule 7.11 sets forth all of such financial and performance guarantees and letters of credit that are outstanding as of the date hereof.
Guarantees and Letters of Credit. (a) Trinity shall (with the commercially reasonable cooperation of Arcosa and the other members of the Arcosa Group) use its commercially reasonable efforts, if so requested by Arcosa, to have any member of the Arcosa Group removed as guarantor of, or obligor for, any Trinity Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(a), to the extent that they relate to Trinity Liabilities
Guarantees and Letters of Credit. (a) If not otherwise completed prior to the Distribution, NCR shall (with the commercially reasonable cooperation of ATMCo and the other members of the ATMCo Group) use its commercially reasonable efforts, if so requested by ATMCo following the Distribution, to have any member of the ATMCo Group removed as guarantor of, or obligor for, any NCR Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(a), to the extent that they relate to NCR Liabilities.
Guarantees and Letters of Credit. BCP shall cause Parent to use its reasonable best efforts to (i) substitute itself or an Affiliate for TRW or a Subsidiary of TRW, as applicable, with respect to (and cause TRW or such Subsidiary to be released from) the financial and performance guarantees delivered by TRW or such Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11, and (ii) cause to be issued letters of credit as replacement letters of credit for ones issued by TRW or a Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11; provided, however, that the parties agree to cause Parent to indemnify and hold Northrop Grumman and TRW harmless from and against any and all Losses resulting from any payment following the Closing Date by TRW or any of its Subsidiaries under such guarantees or letters of credit. Schedule 7.11 sets forth all of such financial and performance guarantees and letters of credit that are outstanding as of the date hereof. In the event that any shareholder in any entity identified in Schedule 7.11A requires that TRW guarantee the performance of SMLLC or JVLLC as the transferee of TRW's interest in such entity, then, at the option of TRW, either (i) BCP shall cause Parent to provide such guarantee in the form required by the agreement governing such entity, provided that such guarantee is acceptable to such entity, or (ii) Northrop Grumman or TRW shall provide such guarantee, and BCP shall cause Parent to indemnify and hold Northrop Grumman and TRW harmless from and against any and all Losses incurred by Northrop Grumman or TRW or any of their respective Subsidiaries arising out of such guarantee.
Guarantees and Letters of Credit. (1) AFC Gamma shall (with the commercially reasonable cooperation of SUNS and the other members of the SUNS Group) use its commercially reasonable efforts, if so requested by SUNS, (a) to have any member of the SUNS Group released as guarantor of, or obligor for, any AFC Gamma Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.10(1), to the extent that they relate to AFC Gamma Liabilities, (b) to cause all security interests or liens granted by any member of the SUNS Group with respect to such guarantees or obligations terminated, satisfied, discharged and released and (c) take such further actions as are reasonably requested by XXXX, from time to time, in each case, to cause the discharge and releases contemplated by this Section 2.10(1).
Guarantees and Letters of Credit. (a) ASD shall (with the commercially reasonable cooperation of WABCO and the other members of the WABCO Group) use its commercially reasonable efforts, if so requested by WABCO, to have any member of the WABCO Group removed as guarantor of, or obligor for, any Remainco Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Remainco Liabilities.
