Common use of GUARANTEES AND UNDERTAKINGS Clause in Contracts

GUARANTEES AND UNDERTAKINGS. 8.1 Xxxxxxx undertakes to Prudential at any time and from time to time on or after Completion to execute and deliver (or procure the execution and delivery by another Xxxxxxx Group Company of) all such instruments of assumption and acknowledgement or take such other action as Prudential may reasonably request in order to effect the release and discharge in full of each Prudential Group Company from any Prudential Group Company Guarantee to which it is a party. 8.2 For so long as and to the extent that any release from a Prudential Group Company Guarantee has not been obtained, Xxxxxxx shall: (A) ensure that no Xxxxxxx Group Company shall enter into any further commitment or obligation, other than in respect of existing contractual arrangements or pursuant to applicable law, which would increase any Prudential Group Company’s actual or contingent liability under any such Prudential Group Company Guarantee without the consent of Prudential; (B) use all reasonable endeavours to ensure that no third party or Xxxxxxx Group Company shall have recourse to any such Prudential Group Company Guarantee; and (C) indemnify any Prudential Group Company on an after-Tax basis from and against any and all liabilities and Costs arising in respect of any event or circumstance either before, on or after Completion under or by reason of that Prudential Group Company Guarantee (whether as a result of any breach by any Xxxxxxx Group Company of its obligations to which such Prudential Group Company Guarantee relates or otherwise).