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).
(b) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) of any member of the other Party’s Group, each Party shall, as applicable, execute substitute guarantees, furnish letters of credit, institute escrow arrangements, post surety or performance bonds or make other arrangements as the counterparty may reasonably request in connection with obtaining a Guaranty Release.
(c) If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.13, (i) such Party shall indemnify and hold harmless the member of the other Party’s Group that is guarantor or obligor thereunder for any Loss arising from or relating thereto (in accordance with the provisions of Section 6) and shall or shall cause another member of its Group, as subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the other Party’s Group; and (ii) such Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which any member of the other Party’s Group is or may be liable without the prior written consent of the other Party or such member of the other Party’s Group, unless all obligations of such member of the other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to the other Party or such member of the other Party’s Group; provided, however, with respect to any Ultra Lease, in the event a Guaranty Release is not obtained and Ultra wishes to extend the term of such guaranteed lease, then Ultra shall have the option of extending the term if it provides such security to Delta as is reasonably satisfactory...
Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respect, Purchaser shall use its reasonable best efforts to cause itself, one of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for the Sellers and any of their respective Affiliates and for the Sellers and their respective Affiliates to be released, effective as of the Closing, in respect of all Liabilities and obligations of the Sellers and any of their respective Affiliates under or related to each of the Seller Parent Guarantees and Seller Parent LCs (other than to the extent related to the Retained Business, Excluded Assets or Retained Liabilities), and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiaries) are not released), effective as of the Closing, Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of the Sellers, Purchaser Parent or any of their respective Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, or agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to wh...
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. Neither the Company 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 (or become contractually committed do to so), except the following:
6.7.1. Letters of Credit and Guarantees of the Credit Obligations.
6.7.2. Guarantees by the Company of Indebtedness and other obligations incurred by its Subsidiaries and permitted by Section 6.6.
Guarantees; Letters of Credit. (a) Except as otherwise set forth in Section 2.9(b), any member of the Autoliv Group, or the Veoneer 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 for the benefit of any member of another Group (a “Guaranteed 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 IV).
(b) With respect to those guarantees and/or letters of credit set forth on Schedule 2.9(b), Veoneer shall (with the reasonable cooperation of the applicable member of the Autoliv Group) use its commercially reasonably efforts to have any member of the Autoliv Group removed as guarantor of or obligor for any Veoneer Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(b), to the extent that they relate to Veoneer Liabilities.
(c) At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.9(b) of any member of the Autoliv Group, Veoneer shall, as applicable, execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Veoneer, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached.
(d) If Veoneer is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (b) and (c) of this Section 2.9, (i) the relevant member of Veoneer Group that has assumed the underlying Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) Veoneer, on behalf of itself and the members of its Groups, agrees not to renew or extend the term of, increase its obligations under, or Transfer to ...
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:
6.7.1. Letters of Credit and Guarantees of the Credit Obligations.
6.7.2. Guarantees by the Borrower of Indebtedness incurred by its Subsidiaries and permitted by Section 6.6.
6.7.3. Guarantees by the Borrower of the obligations of its Subsidiaries under employment agreements between such Subsidiary and its employees.
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:
6.7.1 Letters of Credit and Guarantees of the Credit Obligations.
6.7.2 Guarantees by the Company or its Subsidiaries of Indebtedness incurred by any of its Subsidiaries and permitted by Section 6.6.
6.7.3 Unsecured Guarantees by Wholly Owned Subsidiaries of the Credit Obligations, so long as such Wholly Owned Subsidiaries are Guarantors.
6.7.4 Unsecured Guarantees by any Guarantor of the Senior Subordinated Notes.
6.7.5 The Guarantee by the Company of the obligations of TransMontaigne Product Services Inc. delivered pursuant to Section 2.8 of the Acquisition Agreement.
Guarantees; Letters of Credit. Purchaser shall cause itself or one or more of its Affiliates to be substituted in all respects for Seller or any of Seller’s Affiliates (other than the Company), effective as of the Effective Time (or as soon thereafter as is reasonably practicable), in respect of all obligations of Seller and any such Affiliate under each of the guarantees, letters of credit, letters of comfort, credit enhancement, bid bonds and performance bonds obtained by Seller or any of its Affiliates (other than the Company) for the benefit of the Company (and Seller and its Affiliates shall be released from any such obligations), for those guarantees, letters of credit, letters of comfort, bid bonds and performance bonds set forth in Schedule 6.7 (the “Guarantees”). As a result of the substitution contemplated by the first sentence of this Section 6.7, Seller and its Affiliates (other than the Company) shall from and after the Effective Time cease to have any obligation whatsoever arising from or in connection with the Guarantees.
Guarantees; Letters of Credit. Prior to the Closing Date, (a) the Company shall use commercially reasonable efforts to replace or cause to be terminated, in either case, with no further liabilities or obligations on the part of Newco or any Other Subsidiary, all guarantees (and arrangements having the economic effect of a guarantee), letters of credit, performance bonds, surety bonds, customs bonds or similar obligations of Newco or the Other Subsidiaries or Other Businesses with respect to any obligation (other than an Assumed Liability) of the Company or any of its Affiliates, other than Newco or an Other Subsidiary (“Other Business Guarantees”), and (b) Newco shall use commercially reasonable efforts to replace or cause to be terminated, in either case, with no further liabilities or obligations on the part of the Company or any U.S. Government Subsidiary, all guarantees (and arrangements having the economic effect of a guarantee), letters of credit, performance bonds, surety bonds, customs bonds or similar obligations of the Company or any of the U.S. Government Subsidiaries with respect to any obligation (other than an Excluded Liability) of Newco or any of its Affiliates, other than the Company or a U.S. Government Subsidiary (“Company Guarantees”); provided that, in each case, the Company and Newco may make arrangements reasonably satisfactory to the other Party that will allow the Company and the U.S. Government Subsidiaries, in the case of the Company Guarantees, and Newco and the Other Subsidiaries, in the case of Other Business Guarantees, to be released from and have no liability under the applicable credit support arrangements. In the event that any Other Business Guarantee or Company Guarantee has not been terminated as of the Closing, from and after the Closing, (A) the Company shall indemnify the Newco Indemnified Parties from and against any and all Losses incurred by any of them relating to the Other Business Guarantees, and shall not amend, modify or renew any agreement subject to an Other Business Guarantee without the consent of Newco, in its sole discretion, and (B) Newco shall indemnify the Company Indemnified Parties from and against any and all Losses incurred by any of them relating to the Company Guarantees, and shall not amend, modify or renew any agreement subject to a Company Guarantee without the consent of the Company, in its sole discretion. Any such indemnity shall be provided in accordance with Article VI as an Excluded Liability (in the case of an Oth...
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 (or become contractually committed do to so), except the following:
