Release of Seller Guarantees. (a) The Seller and the Buyer must use all reasonable endeavours to procure the release with effect from Completion from any actual, contingent or accrued liabilities under each Seller Guarantee, including by providing to the beneficiary under each Seller Guarantee an equivalent Guarantee, the extent of 50%, and any information or document reasonably required by that beneficiary as a condition of releasing that Seller Guarantee.
Release of Seller Guarantees. The Purchaser undertakes to the Seller (for itself and as trustee for any member of the Seller’s Group) that it shall use its reasonable endeavours to procure the release as soon as is reasonably practicable of the Seller or any member of the Seller’s Group from any obligations or liabilities it/they may have in respect of any guarantee or indemnity given for the benefit of the Company of which it is aware (but excluding, for the avoidance of doubt, any guarantee or indemnity contained in this Agreement) and pending that release shall indemnify and keep the Seller or any relevant member of the Seller’s Group indemnified against any liability arising under any such guarantee or indemnity.
Release of Seller Guarantees. Buyer shall use its commercially reasonable efforts to obtain, at or prior to the Closing Date, at its own cost and expense the full release of Seller and all of its Affiliates as guarantors of the obligations of the Company and its Subsidiaries under the guarantees set forth on Exhibit 8.13 attached hereto. If any such releases are not obtained at or prior to Closing, Buyer shall continue to use its commercially reasonable efforts from and after the Effective Time of Closing to obtain, at its own cost and expense, the full release of Seller and all of its Affiliates as guarantors of the obligations of the Company and its Subsidiaries under the guarantees set forth on Exhibit 8.13 attached hereto, and Buyer shall indemnify and hold harmless Seller from any and all Losses Seller may incur from and after the Effective Time pursuant to any such guarantees.
Release of Seller Guarantees. From and after the Closing, Purchaser shall assume, terminate or cause to be terminated any guarantees entered into by Seller in favor of any third party guaranteeing or assuring such third party of the payment of any actual or potential liability of, or the performance of any actual or potential obligation of, Continental, Mattituck or the Business (the “Seller Guarantees”).
Release of Seller Guarantees. Sellers and Buyer shall use their commercially reasonable best efforts to obtain, prior to the Closing, the full, complete and unqualified release of Sellers from any liability under each of those surety bonds, letters of credit, guarantees and similar instruments listed on SCHEDULE 6.1, pursuant to which either of Sellers is obligated for the repayment of any obligation or indebtedness of any of the Xxxxx Entities (collectively, the "SELLER GUARANTEES"). Buyer shall continue to use its best efforts to obtain such releases following the Closing. Buyer shall not, without the prior written consent of Sellers, have any authority to extend, modify or otherwise alter any of the terms or conditions of any of Seller Guarantees which shall not have been released as of the Closing Date.
Release of Seller Guarantees. Purchaser agrees to use its commercially reasonable efforts to procure the release of each of Seller, Xxxxxx Xxxxxxxx and/or Xxx Xxxxxxxx from their obligations in respect of each of the Licenses, Permits, Bonds and guarantees identified on Schedule 5.18 and, to the extent Purchaser does not procure each such release, Purchaser shall indemnify and hold harmless Seller, Xxxxxx Xxxxxxxx, and/or Xxx Xxxxxxxx, as applicable, for any and all Losses incurred by Seller, Xxxxxx Xxxxxxxx or Xxx Xxxxxxxx in respect of any such obligations that would not have been so incurred had such obligations been terminated at the Closing.
Release of Seller Guarantees. All Seller Guarantees shall have been released.
Release of Seller Guarantees. The Parties agree to cooperate and use commercially reasonable efforts to obtain the release of the Seller and its subsidiaries (other than the Corporations) that are a party to or otherwise have liability with respect to any guarantees, performance bonds, bid bonds and other similar agreements in connection with the Lease by PPR USA of the [***] Leased Premises (the “Seller Guarantee”) but nothing contained herein shall be deemed to require Purchaser to provide funding for a security deposit or a letter of credit. In the event any of the Seller Guarantees are not released prior to or at the Closing, the Purchaser will indemnify and hold the Seller and its subsidiaries that are a party to or otherwise have liability with respect to each Seller Guarantee harmless for any and all payments required to be made under, and the costs and expenses incurred in connection with, the Seller Guarantee by the Seller and its subsidiaries that are a party to, or otherwise have liability with respect to, the Seller Guarantee until the Seller Guarantee is released to the extent such payment and costs are attributable to the Purchaser’s or the Corporations’ acts or omissions after the Closing or arise from any other event occurring after the Closing that is unrelated to Seller’s or the Corporations’ acts or omissions occurring prior to the Closing. The provisions of this Section 7.5 are intended to be for the benefit of, and shall be enforceable by, each Party to any Seller Guarantees, and each of their respective personal representatives, legal representatives, heirs, successors and permitted assigns.
Release of Seller Guarantees. Buyer and each member of Seller Group shall each use its commercially reasonable efforts to cause at or prior to the Closing Buyer to be substituted for SGI and each member of Seller Group directly affected thereby in respect of each Seller Guaranty (or if not possible, added as the primary obligor with respect thereto). If Buyer and/or Seller Group are not able to cause Buyer to be so substituted in all respects in respect of such Seller Guaranty, then, (a) except as set forth below, Buyer and Seller Group shall each continue to use its commercially reasonable efforts to cause Buyer to be so substituted after the Closing and (b) Buyer shall otherwise indemnify, defend and hold harmless Seller Group with respect to all liabilities or expenses that might arise or be incurred by SGI or any member of Seller Group with respect to any such Seller Guaranty. Buyer shall indemnify Seller Group if any Seller Guaranty is called except to the extent Buyer would otherwise be entitled to assert a claim for indemnity against any member of Seller Group hereunder with respect thereto (without regard to baskets, caps or survival periods).
Release of Seller Guarantees. (a) Prior to the Closing, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for Seller and any Retained Subsidiary (collectively, the “Seller Guarantors”) in respect of all obligations of Seller Guarantors under, or replace or cause to be replaced, effective as of the Closing Date, any Seller Guaranties (solely for purpose of this Section 5.21, any reference to “Seller Guaranties” shall also include the guarantees provided by Seller and the letters of credit issued under Seller’s credit facilities referred to in Section 3.22 of the Seller Disclosure Schedule). Neither Seller nor any Affiliate of Seller shall be required to make any payment or incur any out of pocket cost to obtain the foregoing terminations, substitutions or replacements of any Seller Guaranties, and Buyer and its Affiliates shall bear all such costs.
