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. 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) 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. For the eight (8) month period immediately following the Closing, the parties shall use commercially reasonable efforts to terminate and release the obligations of Parent as a guarantor or Indemnitor under the leases related to the Real Property leased by the Company in Brea, California and Toronto, Ontario, as set forth on Section 3.11(a) of the Company Disclosure Schedule. If, prior to the end of such eight (8) month period, the parties are unable to terminate such obligations on terms mutually acceptable to the parties, the Company will obtain letters of credit on terms no less favorable to the Company than as set forth in (a) that certain memorandum from Xxxxxxxxxx LLP to the Company and Parent, dated as of June 30, 2008 and (b) a separate written agreement between the parties, dated as of the date hereof, pursuant to such Real Property leases, respectively, in connection with the release of Parent from such obligations. In any event, the Company shall indemnify Parent against any liability incurred by Parent under such obligations as a result of non-payment by the Company of amounts owed under such leases.
Lease Guarantees. In the event that Xxxxxxxx, Xxxxxxxx or any of their respective Affiliates (other than the Company and its Subsidiaries) are guarantors of any obligations under any lease for any Real Property to which a Subsidiary is a party, Buyer shall use commercially reasonable efforts both before and at reasonable periodic intervals after the Closing to have such guarantor released from his guarantee of such lease, and if the landlord is unwilling to do so, Buyer shall indemnify such guarantor for any Liabilities which may arise under such lease post-Closing.
Lease Guarantees. Buyers shall use commercially reasonable efforts to release the Seller Parties and any individuals affiliated with the Company or any of its Affiliates (“Lease Guarantors”) from the guarantees listed on Section 7.10 of the Disclosure Schedule (the “Lease Guarantees”) and replace the Lease Guarantees with a guarantee of Buyers or an Affiliate of Buyers, upon substantially the same terms as the Lease Guarantee being released, and to effect the full and unconditional release of the Lease Guarantors from all Lease Guarantees and all obligations and liabilities in respect thereof. Buyers and the Lease Guarantor shall consult with one another in good faith prior to incurring any costs or expenses related to the release, assumption, replacement or substitution of the Lease Guarantees, provided that such costs and expenses shall be borne solely by Buyers. If any individuals affiliated with the Company or any of its Affiliates remains as the guarantor of a Lease Guarantee following the Closing, without the prior written consent of such Lease Guarantor, none of Buyers or any of their respective Affiliates (i) shall amend, modify or extend, or permit any of its Subsidiaries or Affiliates to amend, modify or extend, any lease obligation (other than by exercise of an option to extend any such lease, or an automatic extension of any such lease, in each case in accordance with the terms of such lease as in effect on the Closing Date) in any manner that would extend the duration of any such Lease Guarantee or materially increase the obligations guaranteed and (ii) shall indemnify and hold harmless the Lease Guarantors from and against all losses, to the extent required to put the Lease Guarantors in the same economic position as if the obligations of the Lease Guarantors under the Lease Guarantees had been released at or prior to Closing. As soon as reasonably practicable after the date hereof, the Group Companies will provide a list of Leases that are guaranteed by one or more other Group Companies.
Lease Guarantees. In order to preserve the economics originally negotiated under the Original Merger Agreement and the Original Stockholder Agreement, Sporting hereby irrevocably, unconditionally and absolutely guarantees, effective from and after the Effective Time, as primary obligor and not merely as surety, the full and prompt performance and payment when due of all liabilities and obligations, whether now existing or hereafter arising, of the Company under those leases at the locations set forth in Exhibit A attached to this Agreement and made a part hereof (the Leases ). It is understood and agreed that this guaranty is a guaranty of performance and payment when due and not of collection and this guaranty may be enforced directly against Sporting without proceeding against the Company and that Sporting hereby waives notice of acceptance of this guaranty and notice of any liability or obligations to which it may apply and waives presentment, demand of payment, protest, notice of dishonor or non-payment or non-performance of any such liability or obligation, suit or the taking of any other action thereof by, and any other notice to, any party liable thereon or therefor. This guaranty is expressly for the benefit of, and enforceable by, each and every person or entity to whom the Company has obligations or liabilities under and pursuant to the Leases, whether now existing or hereafter arising.
Lease Guarantees. Section 3.28 of the Disclosure Schedule contains an accurate and complete list of all Leased Real Property for which guarantees of lease obligations of the Company or any Subsidiary are provided by Parent, Seller or any of their Affiliates (the "Lease Guarantees").
Lease Guarantees. Subject to the provisions of the Master Sublease and the Store Leases Agreement, Parent shall continue to provide each Lease Guarantee until the expiration of the original term or any option term if exercised as of the date hereof of the respective Lease and Parent agrees that it shall not directly or indirectly take any action to, or fail to take any action, the failure of which would interfere, void, remove, restrict, modify, amend, accelerate, terminate or negatively affect any Lease Guarantee.
