GUARANTEES AND OTHER ASSURANCES Sample Clauses

GUARANTEES AND OTHER ASSURANCES. 11.4.1 This Clause 11.4 shall apply where any person (the “Guaranteeing Party”) has given any Assurance to any other person in respect of any obligation or liability in relation to:-
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GUARANTEES AND OTHER ASSURANCES. 9.1 The Purchaser shall use its reasonable endeavours to procure that as soon as reasonably practicable following the Completion Date (and in any event **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION** of the Completion Date) each member of the Vendor Group is released in full from all Assurances listed in Part A of Schedule 12 given by such company in respect of obligations of any Target Company or any Business and pending their release the Purchaser undertakes to indemnify the Vendor and each of the Vendor's Affiliates against all Costs arising in respect of, by reason of or under those Assurances.
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GUARANTEES AND OTHER ASSURANCES. 2.33 This Clause 9 shall apply where any person (the "Guaranteeing Party") has given any Assurance to any other person in respect of any obligation or liability in relation to: 30 <PAGE> 2.33.1 (where the Guaranteeing Party is an Affiliate of Diageo) any Pernod Xxxxxx Asset, any Pernod Xxxxxx On-sale Asset or any Seagram Venture Asset; 2.33.2 (where the Guaranteeing Party is an Affiliate of Pernod Xxxxxx) any Diageo Asset, any Pernod Xxxxxx On-sale Asset or any Seagram Venture Asset; or 2.33.3 (where the Guaranteeing Party is a Jointly-owned Entity) any Diageo Asset or Pernod Xxxxxx Asset. 2.34 Where the Assurance relates: 2.34.1 to a Diageo Asset, the "Releasing Party" shall mean Diageo; 2.34.2 to a Pernod Xxxxxx Asset, the "Releasing Party" shall mean Pernod Xxxxxx; and 2.34.3 to either a Pernod Xxxxxx On-sale Asset or any Seagram Venture Asset (or both) the "Releasing Party" shall mean both Diageo and Pernod Xxxxxx, who shall, in that case, bear any liability arising under this Clause 9 as a Shared Liability. 2.35 The Releasing Party covenants that, at any time and from time to time, it will execute and deliver all such instruments of assumption and acknowledgements or take such other action as the Guaranteeing Party may reasonably request in order to effect the release and discharge in full of those Assurances in respect of which it is a Releasing Party, and the substitution of the Releasing Party or any of its Affiliates as the primary obligor in respect of, each such Assurance in each case on a non-recourse basis to the Guaranteeing Party or any of its Affiliates. Pending such release and discharge, the Releasing Party hereby agrees with the Guaranteeing Party (on behalf of itself and each of its Affiliates from time to time) that it will assume and pay and discharge when due, and indemnify on an after-tax basis the Guaranteeing Party and its Affiliates against, all such Assurances. 2.36 CONDUCT OF CLAIMS If any action, claim, demand or proceedings are brought or alleged against a Guaranteeing Party or any of its Affiliates in respect of which an indemnity is to be sought from the Releasing Party pursuant to this Clause 9, the Guaranteeing Party shall forthwith notify the Releasing Party thereof and the Releasing Party shall have the option to assume the defence thereof. If the Releasing Party fails to assume such defence, it will be liable to the Guaranteeing Party for any legal or other expenses subsequently and reasonably incurred by the Guarantee...
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Related to GUARANTEES AND OTHER ASSURANCES

  • Debts, Guaranties and Other Obligations The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except:

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17: supply agreements and purchase agreements not terminable by such Credit Party within sixty (60) days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Debt and Other Obligations Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the “Obligations.”

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Definitions and Other Matters Section 1.1 Definitions 1 Section 1.2 Definitions Generally 4 ARTICLE II REGISTRATION RIGHTS

  • Covenants and Other Matters 7 Section 4.1

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