GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Seller Group is released from all Third Party Assurances given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). In addition, the Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any such Third Party Assurance, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing.
14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses arising after Closing under or by reason of that Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 The Purchaser shall use its reasonable endeavours to ensure that as soon as reasonably practicable after Closing, each member of the Seller Group is released from all Third Party Assurances given by it in respect of obligations of the Company. Pending release of any and all such Third Party Assurances, the Purchaser shall indemnify the Seller on an after tax basis against any and all Costs of the Seller or its Affiliates arising after Closing under or by reason of each Third Party Assurance.
14.2 The Seller shall use its reasonable endeavours to ensure that as soon as reasonably practicable after Closing, the Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any and all such Third Party Assurances, the Seller shall indemnify the Purchaser on an after tax basis against and all Costs of the Purchaser or its Affiliates arising after Closing under or by reason of each Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. Except as disclosed in Schedule 5.1(ee), in relation to the Corporations there are no guarantees, indemnities or other sureties issued to a third party by PBP or PBT, as applicable, in respect of any obligation of a member of the Seller or its Affiliate; and/or (as the context may require).
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 7.3.1. The Purchaser shall procure that at Closing Mxxx and Mx. Xxx Xxxx are released in full from all Third Party Assurances given by Mxxx or/or Mx. Xxx Xxxx, including, but not limited to the Third Party Assurances listed in Schedule 7.3.1. Given the nature of the Business, the Third Party Assurances set forth in the Schedule 7.3.1 are, from time to time, subject to changes in the ordinary course of business and, therefore, Schedule 7.3.1 will be amended and updated immediately prior to Closing.
7.3.2. Without prejudice to Clause 7.3.1 above:
7.3.2.1. the Purchaser shall use its reasonable endeavours to procure that, as soon as reasonably practicable after becoming aware of any Third Party Assurance not released upon Closing in respect of any obligations of Systems, Mxxx and/or Mx. Xxx Xxxx are released in full from such Third Party Assurance; and
7.3.2.2. pending release of any Third Party Assurance, the Purchaser undertakes to indemnify Mxxx and/or Mx. Xxx Xxxx against any and all Costs arising under or by reason of that Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. Pending release of any Third Party Assurance, Best Buy shall indemnify CPW and each of its Affiliates up to a maximum of 50% of any and all Costs arising after Closing under or by reason of any such Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 11.1 Each of the Sellers shall procure in relation to himself at or immediately following Closing that:
(a) there are repaid all sums greater than £2,000 (in total) owing to the Target Entities, collectively, by him or her or any of his or her Related Parties whether or not such sums are due for repayment (other than the prepaid accommodation allowances provided to the three Sellers currently seconded to LP(US)LLC); and
(b) all Target Entities are released from any guarantee, indemnity, bond, letter of comfort or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of that Seller or his or her Related Parties, and prior to such repayment or release each of the Sellers undertakes to the Purchaser (on behalf of itself and as trustee on behalf of each Target Entity) to keep each Target Entity fully indemnified against any failure by him or her to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or encumbrance.
11.2 The Purchaser shall procure that immediately following Closing each Seller is released from any guarantee, indemnity, bond, letter of comfort or other similar obligation given or incurred by that Seller which relates wholly or in part to debts or other liabilities or obligations whether actual or contingent, of that Target Entity or its Related Parties, and prior to such release the Purchaser undertakes to each Seller to keep that Seller fully indemnified against any liability arising under any such guarantee, indemnity, bond or letter of comfort or encumbrance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 11.4.1. Xxxx, Xxx Xxxx and Electronics are released in full from all Third Party Assurances. Such Third Party Assurances shall include but shall not limited to all outstanding personal guarantees and liabilities provided by Xxxx and/or Xxx Xxxx and/or Electronics for the benefit of any bank or third party, to secure Lapis’ (and/or its Subsidiaries’ other than Electronics) credit lines, liabilities, undertakings and debts and all of Xxxx'x and/or Xxx Xxxx’x and/or Electronics’ assets encumbered in favor of any bank or third party including, but not limited to the Third Party Assurances listed in Schedule 11.4.1. Given the nature of the Business, the Third Party Assurances set forth in the Schedule 11.4.1 are, from time to time, subject to changes in the ordinary course of business and, therefore, Schedule 11.4.1 will be amended and updated immediately prior to Closing.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 13.1 The Purchaser shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Company, each member of the Seller Group is released to that extent from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 13.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance.
13.2 The Seller shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any Third Party Assurance in respect of any obligations of any member of the Seller Group, each Company is released to that extent from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 13.2, the Seller shall indemnify the Purchaser and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. The Purchaser shall ensure that at Closing each member of the Seller Group is released in full from all Third Party Assurances listed in Exhibit 2 given by it in respect of obligations of the Target Company or relating to any Business Contract. In addition, the Purchaser shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of the Target Company or relating to any Business Contract, each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 17, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Costs arising after the Effective Date (provided that Closing takes place) under or by reason of that Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. (a) The rights and obligations of the Buyer and the Seller in relation to the Existing Credit Support Instruments and the Seller Group Credit Support Documents are set forth in Schedule 21 (Specified Credit Support Instruments).
(b) As soon as practicable following the date of this Agreement, the Seller shall (i) use best endeavors to obtain, prior to Closing, and maintain, if obtained, until the earlier of satisfaction of the Existing Credit Support Instrument Release Condition and the Bridge Period Expiration Date, the Chubb Transaction Waiver and (ii) use reasonable endeavors to obtain, prior to Closing, and maintain, if obtained, until the satisfaction of the Existing Credit Support Instrument Release Condition, the Chubb Seller Waiver.
