Guarantees; Other Obligations Clause Samples
Guarantees; Other Obligations. At or before the Closing, the Purchaser shall use its reasonable best efforts, and the Seller and its Affiliates shall cooperate with the Purchaser, to (a) arrange for substitute letters of credit, surety bonds, guarantees of the Purchaser and other obligations to replace (i) the Seller Guarantees set forth on Section 3.01(n)(xii) of the Disclosure Letter and (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) (collectively, the “Approved Seller Guarantees”) or (b) assume all obligations under each Approved Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Guarantees. To the extent the beneficiary or counterparty under any Approved Seller Guarantees does not accept any such substitute letter of credit, guarantee of the Purchaser or other obligation proffered by the Purchaser, the Purchaser shall (x) indemnify, defend and hold harmless the Seller and its Affiliates, and reimburse the Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Approved Seller Guarantee, including the Seller’s and its Affiliates’ expenses in maintaining such Approved Seller Guarantees, whether or not any such Approved Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and its Affiliates to the extent any Approved Seller Guarantee is called upon and any of the Seller or its Affiliates makes any payment or is obligated to reimburse the party issuing the Approved Seller Guarantee and (y) not without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by any Approved Seller Guarantee. At the request of the Seller, and at any time any of the Seller’s or its Affiliate’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the Seller, in an amount equal to the Seller’s and their Affiliates’ entire potential liability pursuant to the i...
Guarantees; Other Obligations. (i) At or before the Plan Effective Date, the Commitment Party and the TPI Group Entities shall use commercially reasonable efforts to pursue one or more of the following with respect to the TPI Parent Guarantees outstanding as of the date hereof and set forth on Section 6(l)(i) of the Disclosure Schedules: (a) arrange for substitute letters of credit, guarantees or other credit support to replace such TPI Parent Guarantees, or (b) assume the obligations under such TPI Parent Guarantees; provided, however, that the Commitment Party shall not be obligated to provide any substitute credit support, letter of credit or guarantee or assume any such obligations unless the terms, structure and associated costs thereof are reasonably acceptable to the Commitment Party and on terms that are no less favorable to the Commitment Party or its Affiliates than those included in the existing credit support, letter of credit or guarantee; provided further, that with respect to the MX4 Lease Guaranty, the Commitment Party shall, prior to the Plan Effective Date, offer to QVC a substitute guaranty or other credit support on substantially the same terms and conditions (including scope, duration and amount) as the existing TPI Parent Guarantee in effect as of the date hereof. If any of the TPI Parent Customs Deposits and Bonds or TPI Parent Leasehold Security Deposits securing a TPI Parent Guarantee (each a “Collateral Deposit”) are not released in full to TPI Parent prior to the Plan Effective Date, the Commitment Party shall use commercially reasonable efforts to cooperate with TPI Parent to obtain a release of such Collateral Deposit. Following the Plan Effective Date, upon release of such Collateral Deposit, to the extent such Collateral Deposit is actually paid to the Commitment Party, then the Commitment Party shall promptly pay, or cause to be paid, such released Collateral Deposit to TPI Parent.
(ii) Except as expressly set forth in Section 6(l)(i) above with respect to substitute credit support, letter of credit or guarantee, the Commitment Party shall not be obligated to enter into any agreement, arrangement or commitment, with respect to the Lease or amendment thereto, with any Person on terms that are less favorable than those contained in any existing Lease.
(iii) To the extent any creditor, beneficiary or counterparty does not accept such substitute credit support or assumption despite the Commitment Party’s commercially reasonable efforts, then, from and after t...
Guarantees; Other Obligations. (a) During the term of the TSA, Buyer shall use commercially reasonable efforts to negotiate with the counterparties under the Transferred Leases for the reduction of the Leased Real Property Deposits and the release of any Leased Real Property Deposits in excess of the Adjusted Security Deposit Gross-Up Amount; provided, however, that Buyer shall not be obligated to enter into any amendment to any Transferred Lease on terms that are less favorable than those contained in any existing Transferred Lease, or that are otherwise not reasonably acceptable to Buyer. If, during such period, any portion of the Leased Real Property Deposits in excess of the Adjusted Security Deposit Gross-Up Amount is released to Buyer, Buyer shall remit to TPI Parent 50% of such excess and shall retain the remainder of such excess released Leased Real Property Deposits, provided that, in no event shall Buyer be required to remit an amount greater than the amount of the Leased Real Property Deposits minus the Adjusted Security Deposit Gross-Up Amount.
(b) Buyer shall not be obligated to enter into any agreement, arrangement or commitment, with respect to any Lease or amendment thereto, with any Person on terms that are less favorable than those contained in an existing Lease.
Guarantees; Other Obligations. (a) Prior to the Closing, Cactus shall use commercially reasonable efforts to (a) arrange for substitute letters of credit, surety bonds, buyer guarantees and other obligations to replace the guarantees, letters of credit, surety bonds and other similar contractual support obligations entered into or provided by B▇▇▇▇ H▇▇▇▇▇ or any of its Affiliates (other than any member of the Company Group) in connection with the Business and that are set forth in Schedule 7.4, and such other guarantees, letters of credit, and surety bonds as may be entered into or provided by B▇▇▇▇ H▇▇▇▇▇ or any of its Affiliates (other than any member of the Company Group) in connection with the Business in the Ordinary Course between the date of this Agreement and the Closing in accordance with Section 7.1(a)(x) (together, the “Parent Guarantees”), or (b) assume all obligations under each Parent Guarantee, obtaining from the creditor, beneficiary or other counterparty an irrevocable and unconditional full release (in a form reasonably satisfactory to B▇▇▇▇ H▇▇▇▇▇) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Parent Guarantees, in each case of the foregoing clause (a) or (b), subject to and to be effective on the occurrence of the Closing; provided, however, that Cactus shall not be required to make any payment or grant any concession (financial or otherwise) (unless otherwise reimbursed by B▇▇▇▇ H▇▇▇▇▇ and its Affiliates) to effect such release (except for providing the aforementioned credit support). To the extent the beneficiary or counterparty under any Parent Guarantee does not accept any such substitute letter of credit, buyer guarantee or other obligation proffered by Cactus or such full release of any Parent Guarantee is not otherwise obtained, from and after Closing, (A) Cactus agrees to continue to use its commercially reasonable efforts after the Closing to as promptly as practicable relieve B▇▇▇▇ H▇▇▇▇▇ and its Affiliates of all such Parent Guarantees, (B) until the earlier of (i) the two (2)-year anniversary of the Closing Date and (ii) six (6) months after such time that B▇▇▇▇ H▇▇▇▇▇ ceases to be a member, directly or indirectly, of the Company (such date, the “Guarantee Date”), B▇▇▇▇ H▇▇▇▇▇ shall not, and shall not permit its Affiliates to, terminate such Parent Guarantees without the written consent of Cactus; provided, tha...