Guarantees; Letters of Credit. Neither the Company nor any of its Subsidiaries shall become or remain liable with respect to any Guarantee, including reimbursement obligations under letters of credit or other financial guarantees by third parties (or become contractually committed to do so), except the following:
Guarantees; Letters of Credit. Purchaser shall use its reasonable best efforts to cause Purchaser or one or more of its Subsidiaries to be substituted in all respects for each Seller and Excluded Entity, effective as of the Closing Date, in respect of all Liabilities of each Seller and Excluded Entity under each of the guarantees, letters of credit, letters of comfort, bid bonds and performance bonds (a) obtained by any Seller or Excluded Entity for the benefit of the business of Sellers and their Subsidiaries and (b) which is assumed by Purchaser as an Assumed Liability. As a result of such substitution, each Seller and Excluded Entity shall be released of its obligations of, and shall have no Liability following the Closing from, or in connection with any such guarantees, letters of credit, letters of comfort, bid bonds and performance bonds.
Guarantees; Letters of Credit. Purchaser shall use commercially reasonable efforts to cause itself or one or more of its Affiliates to be substituted in all respects for Seller or any of its Subsidiaries that is not an Acquired Company, effective as of the Closing Date, in respect of all obligations of Seller and any such Subsidiary that is not an Acquired Company under each of the guarantees, surety bonds, letters of credit, letters of comfort, bid bonds, performance bonds and other financial assurance arrangements or commitments obtained or entered into by Seller or any of its Subsidiaries that is not an Acquired Company for the benefit of the Business (and Seller and its Subsidiaries shall be released from any such obligations), including those guarantees, surety bonds, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Schedule 7.6 (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 7.6 has been effected, Seller and its Subsidiaries that are not Acquired Companies shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 7.6 has not been effected, Purchaser shall (i) use commercially reasonable efforts to affect such substitution as soon as practicable following the Closing, but in any event within 6 months thereof, and (ii) indemnify Seller and its Subsidiaries that are not Acquired Companies with respect to any such Guarantees in accordance with Article XI; provided, however, that notwithstanding anything in the foregoing, with respect to any of the Guarantees set forth in Schedule 7.6, Seller and its Subsidiaries may at any time following the six month anniversary of the Closing terminate one or more of such Guarantees and thereafter cease to have any obligation whatsoever arising from or in connection with any such terminated Guarantee.
Guarantees; Letters of Credit. Neither the Borrower nor any of its Subsidiaries, shall become or remain liable with respect to any Guarantee, including reimbursement obligations, whether contingent or matured, under letters of credit or other financial guarantees by third parties, except the following:
Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any Delta or Ultra Liability (as applicable), including in respect of those guarantees and letters of credit set forth on Schedule 2.13(a), to the extent that they relate to Delta Liabilities or Ultra Liabilities (as applicable).
Guarantees; Letters of Credit. The Restricted Companies shall not become or remain liable with respect to any Guarantee, including reimbursement obligations under letters of credit and other financial guarantees by third parties, except the following:
Guarantees; Letters of Credit. (a) If any member of the LQ Parent Group or the CPLG Group (an “Existing Guarantor”) shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor in favor of any member of the other Group (a “Guaranteed Party”) to which it is a party, (i) LQ Parent shall (with the reasonable cooperation of the applicable member of the CPLG Group) use its reasonable best efforts to have any member of the CPLG Group removed as guarantor of or obligor for any LQ Parent Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.8(a)(i), to the extent that they relate to LQ Parent Retained Liabilities, and (ii) CPLG shall (with the reasonable cooperation of the applicable member of the LQ Parent Group) use reasonable best efforts to have any member of the LQ Parent Group removed as guarantor of or obligor for any Separated Real Estate Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.8(a)(ii), to the extent that they relate to Separated Real Estate Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such release is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).
Guarantees; Letters of Credit. (a) Except for those Contracts and/or letters of credit set forth on Schedule 2.11(a)(i) where (x) Leidos shall remain as guarantor or obligor with respect thereto and (y) New SAIC shall indemnify and hold harmless the Leidos Indemnitees for any Loss arising from or relating thereto (in accordance with the provisions of Article VII) or as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, New SAIC shall (with the reasonable cooperation of the applicable member of the Leidos Group) use commercially reasonable efforts to have the applicable members of the Leidos Group removed as guarantor of or obligor for any New SAIC Liability, including in respect of those guarantees set forth on Schedule 2.11(a)(ii), to the extent that they relate to New SAIC Liabilities.
Guarantees; Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, each Party shall (with the reasonable cooperation of the applicable member of the other Party’s Group) use commercially reasonable efforts to have the applicable members of the other Party’s Group removed as guarantor of or obligor for any CSC or Computer Sciences GS Liability (as applicable), including in respect of those guarantees set forth on Schedule 2.11(a)(ii), to the extent that they relate to CSC Liabilities or Computer Sciences GS Liabilities (as applicable).
Guarantees; Letters of Credit. (a) Except as otherwise set forth in Section 2.8(b), any member of the HLT Group, the PK Group or the HGV Group, as applicable (an “Existing Guarantor”), shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor in favor of any member of another Group (a “Guaranteed Party”) to which it is a party, and the applicable Guaranteed Party shall indemnify and hold harmless the Existing Guarantor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VII).
