Guarantees, Joint Obligations Sample Clauses

Guarantees, Joint Obligations. To the extent that (a) Seller or any of its subsidiaries is a guarantor of any obligations of the Company to any third party, including, without limitation, obligations of the Company under any equipment lease or contract, or (b) Seller or any of it subsidiaries is jointly liable with the Company on any contract, Purchaser agrees that (i) prior to the Closing Date it shall use its commercially reasonable efforts (without any expenditure of monies) to have Seller and its subsidiaries, as applicable, released from all such guarantees and (ii) Purchaser shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the business of the Company from and after the Closing Date. In the event that Purchaser is unable to obtain the release of any guarantees prior to the Closing Date, Purchaser shall indemnify and hold harmless Seller and its subsidiaries from and against any and all loss, liability or damage arising out of or relating to its obligations under such guarantees. Notwithstanding the foregoing, in the event that any of the leases guaranteed by Seller or any of its subsidiaries contain an option to renew, Purchaser shall not renew such lease without having Seller and its subsidiaries, as applicable, released from such guarantee.
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Guarantees, Joint Obligations. To the extent that PRM or any of its affiliates has any liability or obligation under or with respect to any Assumed Contract, whether joint or several or in connection with a guarantee, but subject to the provisions and limitations of Section 6.02, Purchaser agrees that Purchaser (i) shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the Business from and after the Closing Date and (ii) shall indemnify and hold harmless each of PRM, PWPL, PDV and their respective affiliates from and against any and all losses, liabilities or damages arising out of or relating to Purchaser's obligations under such contracts or guarantees, as the case may be, arising from and after the Closing Date, or arising prior to the Closing Date to the extent such losses, liabilities or damages from obligations are considered Assumed Liabilities. Notwithstanding the foregoing, in the event that any lease guaranteed by PRM, PWPL, PDV or any of their respective affiliates contains an option to renew, Purchaser shall not renew such lease without having PRM, PWPL, PDV or such affiliate or affiliates, as applicable, released from such guarantee.
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Guarantees, Joint Obligations. To the extent that PRM or any of its affiliates has any liability or obligation under or with respect to any Assumed Contract, whether joint or several or in connection with a guarantee, Purchaser agrees that Purchaser (i) shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the Business from and after the Closing Date and (ii) shall indemnify and hold harmless each of PRM, PWPL and their respective affiliates from and against any and all losses, liabilities or damages arising out of or relating to its obligations under such contracts or guarantees, as the case may be. Notwithstanding the foregoing, in the event that any lease guaranteed by PRM, PWPL or any of their respective affiliates contains an option to renew, Purchaser shall not renew such lease without having PRM, PWPL or such affiliate or affiliates, as applicable, released from such guarantee.
Sample 1
Guarantees, Joint Obligations. (a) To the extent that the Seller or any of its subsidiaries is a guarantor of the obligations of any member of the Company Group to any third party identified in Section 5.3 of the Seller Disclosure Letter, (i) the Buyer agrees to cooperate with the Seller and to use its commercially reasonable best efforts to have the Seller or any of its Subsidiaries released from all such guarantees and (ii) the Buyer shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the Moving Business from and after the Closing Date and shall indemnify the Seller for any claims brought in connection with any such breach.
Sample 1
Guarantees, Joint Obligations. To the extent that Seller or any of its subsidiaries other than the Companies is a guarantor of any obligations of any of the Companies to any third party under any lease listed on SCHEDULE 5.16, Purchaser agrees that (i) prior to the Closing Date it shall use its reasonable commercial efforts (without any expenditure of monies) to have Seller or any of such subsidiaries released from all such guarantees and (ii) Purchaser shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the business of any of the Companies from and after the Closing Date. Notwithstanding the foregoing, in the event that any of the leases guaranteed by Seller or any of its subsidiaries other than the Companies contains an option to renew, Purchaser shall not renew such lease without having Seller and/or its respective subsidiaries released from such guarantee.
Sample 1
Guarantees, Joint Obligations. To the extent that (a) any Stockholder is a guarantor of any obligations of the Company to any third party, including, without limitation, obligations under any equipment lease or contract, or (b) any Stockholder is jointly liable with the Company on any contract, the Company agrees that it shall promptly use commercially reasonable efforts (without any expenditure of monies) to have the Stockholders released from all such guarantees.
Sample 1

Related to Guarantees, Joint Obligations

  • Joint Obligations The following shall apply with equal force to Seller and Buyer:

  • Joint Obligation If there be more than one Tenant, the obligations hereunder imposed shall be joint and several.

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Debt; Contingent Obligations No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Indebtedness and Contingent Obligations As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

  • Several, Not Joint, Obligations The agreements, representations and obligations of the Parties under this Agreement are, in all respects, several and not joint.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

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