Lease Guarantees Clause Samples
Lease Guarantees. On settlement, the Seller will:
(1) allow as a deduction from the Balance Purchase Price any Security Deposit received by the Seller from any Tenant and retained by the Seller;
(2) transfer control to the Buyer over any trust account or fund held on trust for Tenants as Security Deposit; and
(3) assign to the Buyer, Bank Guarantees held in respect of any Tenant. If any Bank Guarantee is not assignable, the Seller will enforce the Bank Guarantee at the written direction and expense of the Buyer for the Buyer’s benefit.
Lease Guarantees. (a) The particulars in the Lease Guarantee Schedule are true and correct.
(b) The Vendor holds the original of all Lease Guarantees that are bank guarantees which are set out in the Lease Guarantee Schedule.
(c) The Vendor does not hold any other Lease Guarantee other than the Lease Guarantees set out in the Lease Guarantee Schedule.
(d) The Vendor holds the full amount of each Lease Guarantee and has not and will not before completion of this agreement, call on or appropriate the whole of any part of any Lease Guarantee (except as otherwise permitted under this Agreement).
Lease Guarantees. Holdings shall, with the cooperation of the Lease Guarantors, use its commercially reasonable efforts to cause the Lease Guarantors to be fully, finally and unconditionally released in form and substance acceptable to the Member Representative from any Damages in respect of the Real Property Leases, including any Lease Personal Guarantee; provided, that, notwithstanding such commercially reasonable efforts, if Holdings is unable to obtain such releases, Holdings will indemnify and hold harmless the Lease Guarantors for any Damages in respect of the Real Property Leases, including any Lease Personal Guarantee.
ARTICLE 8 [Reserved]
Lease Guarantees the Seller’s rights under the Service Agreements;
Lease Guarantees. 53 Section 7.14 Consents. .......................................................................................................53 ARTICLE VIII.
Lease Guarantees. (a) Limited shall continue to guarantee the full amount of lease payments under each Guaranteed Lease until any of the following occurs in respect of a Guaranteed Lease:
(i) the initial Lease Term in respect of such Guaranteed Lease (excluding any renewals or extensions thereunder) expires, or such Guaranteed Lease earlier terminates according to its terms;
(ii) the first day on which such Guaranteed Lease is amended, extended or renewed; or
(iii) the first day on which the landlord under such Guaranteed Lease consents to any amendment to or waiver under the Guaranteed Lease (other than any consent, amendment or waiver relating to the spin-off of Too, Inc. on the Distribution Date). Upon the earliest occurrence of any of the preceding with respect to any Guaranteed Lease, Limited's guarantee obligations in respect of such Guaranteed Lease shall immediately cease, and such lease shall be deemed to have been deleted from SCHEDULE 2 hereto.
(b) Limited shall have no obligation to provide any guarantee or other assurance for any lease entered into, modified or amended by Too, Inc. after the Distribution Date.
Lease Guarantees. (a) Interstate is guaranteeing all of the obligations of the Lessees under all of the Leases by various lease guarantees of even date herewith (the "New Lease Guarantees"), which shall become the required form of lease guarantee required under the Master Agreement; provided, however, that the obligations of Interstate under the New Lease Guarantees are contingent upon (i) the consummation of the Divestiture, and (ii) with respect to the Leases, that require a third party consent to the release of Patriot under Existing Lease Guarantees (as expressly provided in this Amendment below), receipt of such applicable Third Party Consent (as defined in Section 12 (d) below). From and after the Divestiture, any New Lease Guarantees will be executed by Interstate and IH-LLC only.
(b) The existing Section 2.15 of each of the Existing Lease Guarantees is deleted and the substitute Section 2.15 set forth in Exhibit E attached hereto is substituted in lieu thereof, effective as of the date of consummation of the Divestiture.
Lease Guarantees. BC shall indemnify, defend and hold harmless the QDI Parties, the other QDI Releasees and the QDI Parties' and the QDI Releasees' respective Affiliates from any and all Damages incurred by QDI under any guarantee of any lease to which any of the Bagel Companies was a party as of October 20, 1997, except to the extent such guarantee relates to an Excluded Store.
Lease Guarantees. From and after the Closing, the Company or its Subsidiaries, as applicable, shall continue to be liable for the Lease Guarantees, and if requested by Seller or OpCo, shall promptly execute and deliver reaffirmations in respect thereof and in respect of terms of such lease in effect as of the Closing in forms required by the applicable landlords and reasonably acceptable to Buyer, which shall confirm the enforceability of the Lease Guarantees with respect to the applicable leases, including any modifications to such leases agreed thereto between OpCo or its Subsidiaries (in their sole discretion), as applicable, and the applicable landlord, that do not involve any additional liability or obligation of, or otherwise result in any economic impact on, any PropCo Entity or Buyer, other than any additional liability, obligation or economic impact for which OpCo proposes to indemnify such parties pursuant to the OpCo Guaranty. Buyer, the Company and its Subsidiaries shall deliver evidence of such reaffirmations to OpCo at or prior to the Closing.
Lease Guarantees. After the Closing, (a) Purchaser shall reasonably cooperate with Parent and Seller to cause Parent to be released from all obligations arising after the Closing under any guarantees entered into by Parent in connection with a Lease as soon as reasonably practicable after the Closing and (b) Purchaser shall indemnify and hold the Seller Indemnified Parties harmless from and against any and all Losses based upon or arising from any such guarantee to the extent the matter or occurrence giving rise to such Loss occurred after the Closing.
