Intercompany Guarantees Sample Clauses
The Intercompany Guarantees clause establishes that one company within a corporate group agrees to guarantee the obligations or liabilities of another affiliated company. In practice, this means that if the primary company fails to meet its financial or contractual commitments, the guarantor company will step in to fulfill those obligations. This arrangement is commonly used to provide assurance to third parties, such as lenders or suppliers, that the obligations of a subsidiary or affiliate will be honored. The core function of this clause is to allocate risk within a corporate group and enhance the creditworthiness of the guaranteed entity, thereby facilitating business transactions and access to financing.
POPULAR SAMPLE Copied 2 times
Intercompany Guarantees. Prior to the Closing Date, ASC shall use its commercially reasonable efforts to cause the Companies and any of their respective Subsidiaries to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of ASC or any of its Affiliates under each of the guarantees and letters of comfort obtained by the Companies or any of their respective Subsidiaries for the benefit of ASC and its Affiliates (other than the Companies and their respective Subsidiaries) prior to the Closing, and for all obligations of the Companies and their respective Subsidiaries in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the Buyer. ASC agrees to indemnify and hold harmless the Buyer and its Affiliates (including the Companies and their respective Subsidiaries) from and against and in respect of Indemnifiable Losses incurred by the Buyer and its Affiliates (including the Companies and their respective Subsidiaries) under or pursuant to any such guarantee or letters of comfort. Prior to the Closing Date, the Companies shall use their commercially reasonable efforts and following the Closing, the Buyer shall use its commercially reasonable efforts, to cause ASC and any of its Affiliates to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of the Companies or any of their respective Subsidiaries under each of the guarantees and letters of comfort obtained by ASC or any of its Affiliates for the benefit of the Companies and their respective Subsidiaries prior to the Closing, and for all obligations of ASC and its Affiliates in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to ASC. The Buyer agrees to indemnify and hold harmless ASC and its Affiliates from and against and in respect of Indemnifiable Losses incurred by ASC and its Affiliates under or pursuant to any such guarantee or letters of comfort.
Intercompany Guarantees. Guarantees by the Company of Indebtedness of any Subsidiary or Joint Venture and by any Restricted Subsidiary of Indebtedness of the Company or any other Subsidiary or any Joint Venture, provided that (i) the Indebtedness so Guaranteed is permitted or not restricted by this Section 6.01, (ii) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of any Subsidiary that is not a Loan Party or of any Joint Venture shall be subject to Section 6.04, (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Restricted Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations and (iv) no Foreign Subsidiary that is a Restricted Subsidiary may guarantee any Term Debt Obligations;
Intercompany Guarantees. (a) Parent shall cause itself, Buyer or one or more of its other Affiliates to be substituted in all respects for Seller and its Affiliates, effective as of the Closing Date, in respect of all obligations of Seller and its Affiliates under each of the guarantees, indemnities, surety bonds, performance bonds, letters of credit and other credit support arrangements obtained by Seller and its Affiliates for the sole benefit of the Companies (the “Guarantees”) and shall use all commercially reasonable efforts to cause Seller and its Affiliates (other than the Companies) to be released, as of the Closing Date, from any obligations under such Guarantees; provided that nothing in this Section 5.7 shall require Parent or Buyer to guarantee any Indebtedness.
(b) As long as Seller or its Subsidiaries (other than the Companies) (i) has any obligations for payment or performance under any Guarantee, (ii) is a party to any Affiliated Contract, or (iii) was a party but remains liable for any payment or performance by any Company after the Closing, (1) Buyer shall maintain one or more errors and omissions policies on customary terms and amounts to insure the Companies in the conduct of the Business for at least $50 million in the aggregate and (2) Parent shall use all commercially reasonable efforts to cause Seller and its Affiliates (if any) to be named as additional insured parties under such errors and policies insofar as Seller and/or such Affiliates could be liable as guarantor for such insured risks.