Release of Guaranties, etc Sample Clauses

Release of Guaranties, etc. With respect to each guaranty, letter of credit, indemnity, performance or surety bond or similar credit support arrangement issued by or for the account of Seller or any of its respective Affiliates in relation to the Business shown on Schedule 6.17 and any other such guaranty, letter of credit, indemnity, performance or surety bond or similar credit support arrangement involving obligations of Seller or any of its respective Affiliates in the aggregate of not more than $1 million (collectively, the “Support Obligations”), Buyer shall obtain, prior to the Closing, substitute credit support arrangements in replacement for the Support Obligations, and shall procure that Seller and its Affiliates, and, where applicable, its sureties or letter of credit issuers, be fully released from its respective obligations under the Support Obligations, in form and substance reasonably satisfactory to Seller. Seller will cooperate reasonably with Buyer with respect to the foregoing.
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Release of Guaranties, etc. SFX shall use commercially reasonable efforts to obtain the release of the Members or any Affiliate of the Members from those guaranties, bonds, letters of credit or similar contingent obligations set forth in Schedule 12(e) hereto prior to the Closing, and shall indemnify and hold the Members and their Affiliates harmless from and against, and shall on demand reimburse them for, any Losses incurred by the Members and their Affiliates following Closing as a result of the failure by SFX to obtain any such release or to provide a replacement guaranty, bond, letter of credit or similar item. In no event shall SFX be liable to the Members and their Affiliates for any nonperformance by the Members and their Affiliates with respect to any of the obligations of the Members and their Affiliates covered by any guaranty, bond, letter of credit or similar item prior to Closing.
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Release of Guaranties, etc. SFX shall use commercially reasonable efforts to obtain the release of the Shareholders or any Affiliate of the Shareholders from those guaranties, bonds, letters of credit or similar contingent obligations set forth in Schedule 12(e) hereto prior to the Closing, and shall indemnify and hold the Shareholders and their Affiliates harmless from and against, and shall on demand reimburse them for, any Losses incurred by the Shareholders and their Affiliates following Closing as a result of the failure by SFX to obtain any such release or to provide a replacement guaranty, bond, letter of credit or similar item. Without limiting the generality of the foregoing, SFX agrees to post a replacement letter of credit in favor of the landlord of Alpine Valley Music Theatre in principal amount equivalent to the existing letter of credit provided by the Shareholders. In no event shall SFX be liable to the Shareholders and their Affiliates for any nonperformance by the Shareholders and their Affiliates with respect to any of the obligations of the Shareholders and their Affiliates covered by any guaranty, bond, letter of credit or similar item prior to Closing.
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Release of Guaranties, etc. With respect to each guaranty, letter of credit, indemnity, performance or surety bond, agreement to provide capital or other credit support arrangement issued by or for the account of any ECP Member or any of their respective Affiliates in relation to the Company, any Company Subsidiary or the Business set forth on Schedule 7.08 or entered into after the date hereof in accordance with Section 7.02 (collectively, the “Support Obligations”), Parent shall provide or obtain, prior to the Closing, substitute agreements and credit support arrangements in replacement for the Support Obligations, and shall procure that the ECP Members and their respective Affiliates, and, where applicable, their sureties or letter of credit issuers, be fully and unconditionally released from their respective obligations under the Support Obligations, in each case in form and substance reasonably satisfactory to the Member Representative. The ECP Members will cooperate reasonably with Parent with respect to the foregoing. In addition, in the event that the Company must replace any Support Obligations listed on Schedule 7.08 with cash collateral after the date hereof, the Member Representative shall, within five (5) Business Days prior to the Closing Date, provide Parent a schedule showing the amount of any such cash collateral posted by the Company (the
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Release of Guaranties, etc. Parent shall have provided or obtained substitute agreements and credit support arrangements in replacement for the Support Obligations, and shall have procured that the ECP Members and their respective Affiliates, and, where applicable, their sureties or letter of credit issuers, have been fully and unconditionally released from their respective obligations under the Support Obligations, and shall have paid to the ECP Members an amount equal to any New Cash Collateral held by counterparties, in each case in form and substance reasonably satisfactory to the Member Representative.
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Release of Guaranties, etc. With respect to each guaranty, letter of credit, indemnity, performance or surety bond, agreement to provide capital or other credit support arrangement issued by or for the account of Seller Parent, Seller or any of their respective Affiliates (other than the Company or a Company Subsidiary) in relation to the Company, any Company Subsidiary or the business the Company and the Company Subsidiaries, including all such items shown on Schedule 6.08 (collectively, the “Support Obligations”), Buyer shall use reasonable best efforts to provide or obtain, prior to the Closing, substitute agreements and credit support arrangements in replacement for the Support Obligations (including posting cash collateral if necessary to obtain such replacement arrangement), and shall procure that Seller Parent, Seller and their respective Affiliates, and, where applicable, its sureties or letter of credit issuers, be fully and unconditionally released from its respective obligations under the Support Obligations, in each case in form and substance reasonably satisfactory to Seller Parent or Seller, as applicable. Seller Parent and Seller will cooperate reasonably with Buyer with respect to the foregoing.
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Release of Guaranties, etc. Buyer shall have provided or obtained substitute agreements and credit support arrangements in replacement for the Support Obligations, and shall have procured that Seller Parent, Seller and their respective Affiliates (other than the Company and the Company Subsidiaries), and, where applicable, its sureties or letter of credit issuers, have been fully and unconditionally released from their respective obligations under the Support Obligations, in each case in form and substance reasonably satisfactory to Seller Parent or Seller, as applicable.
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Related to Release of Guaranties, etc

  • Release of Guaranties WCI shall use reasonable efforts to obtain the termination and release promptly after the Closing Date of the personal guaranties of the Shareholders listed on Schedule 9.2, all of which relate to indebtedness of each Seller included in the Financial Statements as of the Balance Sheet Date or WCI and Buyer shall indemnify the Shareholders and hold them harmless from and against all losses, expenses or claims by third parties to enforce or collect indebtedness owed by each Seller as of the Closing Date which is personally guaranteed by the Shareholders pursuant to such guaranties. The Shareholders may notify the obligees under such guaranties that they have terminated their obligations under such guaranties. The Shareholders shall cooperate with WCI in obtaining such releases.

  • Release of Guaranty The Note Guaranty of a Guarantor will terminate upon

  • Release of Guarantees A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

  • Release of Guarantee The Note Guarantees hereunder may be released in accordance with Section 10.2 of the Indenture.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

  • Release of Guarantor A Guarantor shall be released from all of its obligations under its Guarantee if:

  • Release of Guarantors In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

  • Ratification of Guaranty By its execution of this Addendum, CFSC ratifies and confirms its guaranty contained in Article IX of the Credit Agreement with respect to the Japan Local Currency Advances made pursuant to this Addendum which Guaranty remains in full force and effect.

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