No Further Financial Obligations Sample Clauses

No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Acquired Companies and their respective subsidiaries of their respective businesses, Parent, Seller and their respective affiliates (collectively, but excluding the Acquired Companies and their respective subsidiaries, the "SELLER ENTITIES") entered into various arrangements (i) in which guarantees were issued by the Seller Entities or (ii) in which the Seller Entities are the primary obligors on other agreements, in any such case to support or facilitate business transactions or programs of the Acquired Companies and their respective subsidiaries. The financing or other arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the "GUARANTEES". The Guarantees are set forth in Schedule 5.11. It is understood that the Guarantees shall not continue after the Closing. Purchaser agrees that Purchaser shall use its reasonable best efforts to obtain replacement Guarantees which will be in effect at the Closing or, in the case of Guarantees described in the foregoing clause (ii), will either terminate the business transactions or programs of the Acquired Companies and their respective subsidiaries supported or facilitated by such Guarantees or arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is unable to satisfy the terms of the immediately preceding sentence, Purchaser and its affiliates shall indemnify, defend and hold harmless the Seller Entities from and against any and all Losses (as defined in Section 8.02) incurred by the Seller Entities relating to the Guarantees.
Sample 1See All (4)
AutoNDA by SimpleDocs
No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Companies of their respective businesses, Sellers, and their respective affiliates, and direct and indirect subsidiaries of any of them (collectively, but excluding the Companies, the “OM Group Entities”) entered into various arrangements (i) in which guarantees were issued by the OM Group Entities and (ii) in which the OM Group Entities are the primary obligors on other agreements, in any such case to support or facilitate business transactions or programs of the Companies, including those arrangements set forth in Section 5.15 of the Sellers Disclosure Letter. The arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the “Guarantees”. It is understood that the Guarantees shall not continue after the Closing. Purchaser agrees that it shall use commercially reasonable efforts to obtain replacements of the Guarantees which will be in effect at the Closing or, in the case of the Guarantees described in the foregoing clause (ii), to arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is unable to satisfy the terms of the immediately preceding sentence, Purchaser and its affiliates shall indemnify, defend and hold harmless the OM Group Entities from and against any and all losses and Liabilities of the OM Group Entities relating to the Guarantees.
Sample 1Sample 2Sample 3
No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Acquired Companies of their respective businesses, the BellSouth Entities have entered into, or, between the date of this Agreement and the Final Closing Date, may enter into, various arrangements in which (a) guarantees or similar obligations were issued by one or more of the BellSouth Entities and/or (b) one or more of the BellSouth Entities is the primary obligor(s) on other agreements, in any such case to support or facilitate business transactions or programs of the Acquired Companies. The arrangements referred to in the foregoing clauses (a) and (b) are hereinafter referred to as the “BellSouth Guarantees”. The BellSouth Guarantees that are in existence as of the date hereof (or that, as of the date hereof, are contemplated to be put in place at a later date) are set forth on Schedule 6.10. As of the applicable Closing, Purchaser will either cause the BellSouth Guarantees relating to the Acquired Company that is the subject of such Closing to be terminated so that the BellSouth Entities will be released and discharged from any further obligations or liabilities thereunder or, if Purchaser is unable to obtain such releases, Purchaser will cause the Debt related to the BellSouth Guarantees to be prepaid and such BellSouth Guarantees to be canceled.
Sample 1Sample 2
No Further Financial Obligations. If the Preliminary Approval Order or the Final Order and Judgment is not entered by the Court or is reversed by an appellate court, the Defendant will cease to have any payment obligations under this Article III or otherwise under the Settlement Agreement and any unexpended funds in the Settlement Fund, and unexpended payments made to Class Counsel for Settlement Class Notice, will be returned to the Defendant promptly.
Sample 1
No Further Financial Obligations. 56 6.11 Brokers.....................................................56 6.12 Preservation of Books and Records; Access...................57 6.13
Sample 1
No Further Financial Obligations. Buyer acknowledges that in the course of conduct by the Company and the Subsidiaries of their respective businesses, Timken and its Affiliates entered into the guarantee identified as item 2 on Schedule 7.15 (the “Guarantee”) and the letters of credit identified as items 3a, 3b and 3c on Schedule 7.15 (the “Letters of Credit”). With respect to the Letters of Credit identified as items 3a and Item 3b on Schedule 7.15, Buyer shall obtain a replacement Letter of Credit which will be in effect at the Closing and if Buyer is unable to obtain such replacement Letter of Credit prior to Closing, Buyer shall obtain prior to the Closing a letter of credit on the same terms as the Letter of Credit identified as item 3b with Timken as the beneficiary (a “Back-Up Letter of Credit”). Buyer shall replace any Back-Up Letter of Credit in effect at the Closing as promptly as practicable after the Closing but no later than December 15, 2006. From and after the Closing, the Buyer Indemnifying Persons shall indemnify, defend and hold harmless the Timken Indemnified Persons from and against any and all Losses arising out of or resulting from any payments made by such Timken Indemnified Persons under the Guarantees or Letters of Credit to the extent not replaced or reimbursed through a Back-Up Letter of Credit. Timken and Buyer shall enter into a subordination agreement with Buyer’s lenders in substantially the form attached hereto as Exhibit M with respect to the Guarantee and the Letters of Credit. For as long as any Guarantee or Letter of Credit remains in effect, the Company shall deliver to Timken audited financial statements and quarterly unaudited financial statements of the Company and its consolidated subsidiaries at the same time as such financial statements are delivered to the Company’s senior lenders. The Company shall also provide Timken with such other financial information with regard to the Company and its Subsidiaries as Timken may reasonably request in order for Timken to determine the proper accounting of its obligations under the Guarantee and with respect to the Letters of Credit. Timken shall keep such financial statements and other financial information confidential and shall not use such financial statements or other financial information for any purpose other than the purpose described in the immediately preceding sentence.
Sample 1
No Further Financial Obligations. Except as otherwise agreed by any Shareholder, no Shareholder shall be under any further obligation to provide any financing to the Company. The Board shall use reasonable efforts to satisfy all financing needs of the Company from borrowings, from revenues of the Company and from possible additional investment by outside investors, however, nothing contained in this paragraph 3.2 shall preclude the Company from raising additional financing from willing Shareholders.
Sample 1
AutoNDA by SimpleDocs
No Further Financial Obligations. In the course of conduct by the Companies of their respective businesses, Sellers and their respective affiliates (collectively, but excluding the Companies, the "Seller Entities") entered into various arrangements which guarantee the Companies' payment and/or performance obligations under an agreement to which a Company is a party ("Affiliate Guarantees"). Buyer agrees that it shall use its commercially reasonable efforts to remove the Seller Entities from the Affiliate Guarantees which will be in effect at the Closing or replace the Seller Entities with Buyer as the guarantor of the Affiliate Guarantees. In the event that Buyer is unable to satisfy the terms of the immediately preceding sentence, Buyer and its affiliates shall indemnify, defend and hold harmless the Seller Entities from and against any and all losses incurred by the Seller Entities which accrue from and after the Closing Date under the Affiliate Guarantees.
Sample 1
No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Companies and Cawse of their respective businesses, OMG and its affiliates (collectively, but excluding the Companies and Cawse, the “OMG Entities”) entered into various arrangements (i) in which guarantees were issued by the OMG Entities and (ii) in which the OMG Entities are the primary obligors on other agreements, in any such case to support or facilitate business transactions or programs of the Companies and Cawse. The financing arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the “Guarantees” and copies of such Guarantees are set forth on Schedule 6.12. It is understood that the Guarantees shall not continue after the Closing and, at the Closing, Purchaser shall pay to OMG, an amount in U.S. dollars equal to any and all deposits, bonds and similar items provided by the OMG Entities in respect of the Guarantees. Purchaser agrees that Purchaser shall use its commercially reasonable efforts to obtain replacement Guarantees which will be in effect at the Closing or, in the case of Guarantees described in the foregoing clause (ii), will either terminate the business transactions or programs of the Companies and Cawse supported or facilitated by such Guarantees or arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is unable to satisfy the terms of the immediately preceding sentence, Purchaser and its affiliates shall indemnify, defend and hold harmless the OMG Entities from and against any and all losses incurred by the OMG Entities relating to the Guarantees.
Sample 1

Related to No Further Financial Obligations

  • No Further Obligations Except as expressly provided above or as otherwise required by law, the Company will have no obligations to Employee in the event of the termination of this Agreement for any reason.

  • No Further Obligation Except for the obligation to make the Capital Contribution required to be made by Section 4.1, the Member shall not have any obligation to provide funds to the Company, whether by Capital Contributions, loans, return of monies received pursuant to the terms of this Agreement or otherwise.

  • No Further Negative Pledge The Borrower will not, and will not permit any other Obligors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to Designated Indebtedness Obligations or Designated Indebtedness Holders under the Guarantee and Security Agreement) prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not subject to a waiver; (d) any agreement that imposes such restrictions only on Equity Interests in Excluded Assets; (e) the underlying governing agreements of any minority Equity Interest that impose such restrictions only on such Equity Interest; (f) any agreement with a financier to an Excluded Asset that imposes such restrictions only on ownership and economic interests in such Excluded Asset; and (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans, or any Hedging Agreement.

  • No Further Changes 2.1 Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.

  • No Further Modifications Except as modified herein, all of the terms and conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all respects.

  • No Further Liability The liability of the Company, its Affiliates and its Subsidiaries under this Agreement is limited to the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its Affiliates, its Subsidiaries or the Committee in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur in connection with or arising from any transaction related to this Agreement.

  • No Further Amendment Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.

  • No Further Representations Except for the representations and warranties specifically set forth in this Article 3, neither it nor its Subsidiaries nor any other person makes or shall be deemed to make any representation or warranty to the other party, express or implied, at law or in equity, with respect to the transactions contemplated by this Agreement and it hereby disclaims any such representation or warranty whether by it or any of its officers, directors, employees, agents, representatives or any other person. It acknowledges and agrees that, except for the representations and warranties specifically set forth in this Article 3, neither the other party nor its Subsidiaries makes or shall be deemed to make any representation or warranty to it, express or implied, at law or in equity, with respect to the transactions contemplated by this Agreement.

  • No Further Negative Pledges Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!