Lease Guarantees. (a) The particulars in the Lease Guarantee Schedule are true and correct.
Lease Guarantees. On settlement, the Seller will:
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.
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:
Lease Guarantees. Prior to the Closing and after the Closing, Buyer shall use commercially reasonable efforts to assist Seller in removing the Seller Lease Guarantees in the event that the Irish Landlord disputes the Irish Buyer Lease Guarantees, it being understood that such efforts shall not require Buyer to incur any out-of-pocket expenses or pay additional amounts to the Irish Landlord.
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.
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. 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. 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.
