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.
(b) If any Seller Guarantee is not released by Completion, the Buyer:
(i) and the Seller must for a period of 24 months from the Completion Date, continue to use all such reasonable endeavours to procure the release of each Seller Guarantee; and
(ii) indemnify the Sellers from and against all Liabilities suffered or incurred by the Seller arising after Completion from, or incurred in connection with a, Seller Guarantee to the extent of 50%.
Release of Seller Guarantees. (a) Buyer shall use commercially reasonable efforts to replace the credit support set forth on Schedule 7.15(a) (such credit support, the “Seller Credit Support”) (such replacement to be on terms that are the same as or no less favorable in the aggregate to the credit support provider, but in any event on terms sufficient to effect the complete release of Seller and its Affiliates under the Seller Credit Support) as promptly following the Closing as is reasonably practical; provided, however, that such replacement of the Seller Credit Support shall occur no more than 45 days following the Closing Date.
(b) From and after the Closing Date until the date that Buyer delivers to Seller evidence, reasonably acceptable to Seller, of the full and complete release of Seller and its Affiliates with respect to all of the Seller Credit Support (such date, the “Replacement Date”), Buyer shall reimburse and indemnify Seller and its Affiliates for all reasonable and documented amounts paid and expenses incurred by such Persons in connection with any demand upon any of the Seller Credit Support resulting from, arising out of or related to any action or inaction of Buyer or its Affiliates (including, following the Closing, the Company).
(c) If Buyer is unable to replace any Seller Credit Support by the end of the 45-day period set forth in clause (a) above (such remaining Seller Credit Support, “Continuing Support Obligations”), Buyer shall (i) continue to use commercially reasonable efforts to obtain such replacement and release, and (ii) reimburse and indemnify Seller and its Affiliates for all reasonable and documented out-of-pocket costs for the corresponding Continuing Support Obligations for the period beginning on the Closing Date and continuing until the Replacement Date with respect to such Continuing Support Obligation to the extent such Continuing Support Obligations result from, arise out of or relate to any action or inaction of Buyer or its Affiliates (including, following the Closing, the Company); provided, however, that the Parties acknowledge and agree that Seller and its Affiliates shall not be obligated to maintain any Continuing Support Obligation after the date that is 60 days following the Closing.
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. 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. The Seller shall use its reasonable endeavours to obtain the release as at, or as soon as practicable after Completion of any Seller Guarantee. Pending such release of the relevant member of the Group the Seller covenants with the Purchaser to pay to the Purchaser an amount equal to any Loss suffered or incurred by the Purchaser or any member of the Group as a result of or by reference to all actions, claims, proceedings, demands, actions, losses, damages, payments, costs and expenses suffered or incurred by any member of the Group under or in respect of any Seller Guarantee.
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. Following the Closing, Purchaser shall make good faith, commercially reasonable efforts to obtain the release of any guarantee by a Seller (a "Seller Guarantee") to any third party of any obligation or liability of the Company.
Release of Seller Guarantees. Buyer agrees to cause Seller and its Affiliates to be absolutely and unconditionally relieved at the Closing of all Losses arising out of the letters of credit, corporate guarantees and other similar items issued and outstanding in connection with the Business listed on Schedule 6.09 of the Seller Disclosure Schedules (together the "Seller Guarantees"). Without limiting the foregoing, Buyer will (a) pay any increased rate, make other financial accommodation, provide such security required by the issuer, and agree to any additional requirements of the issuer as a condition to obtaining such replacement and release of Seller Guarantees and (b) pay all of the issuer's assessments, fees, penalties and other costs and expenses relating to the foregoing. Buyer will pay and otherwise be responsible for any Losses incurred or suffered by Seller or any of its Affiliates as a result of any Seller Guarantee not having been replaced and released as set forth above. Buyer shall indemnify Seller and its Affiliates for any cost incurred by Seller or any of its Affiliates in connection with any Seller Guarantee that is not released or replaced in accordance with this Section 6.09.
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 all commercially reasonable efforts to cause each Seller Guaranty to be released and cancelled as of the Closing, and in furtherance thereof shall offer to each applicable landlord, as necessary, substitute security such as a letter of credit satisfactory to each landlord. Nothing in this Section shall be deemed to require Seller to waive any condition to Closing set forth herein. “Seller Guaranty” shall mean any direct obligation of Xxxxxx, Seller or any other Xxxxxx Affiliate under a Real Property Lease or any guaranty, letter of credit, indemnity or contribution agreement or other similar agreement entered into by Xxxxxx, Seller or any other Xxxxxx Affiliate in favor of any third party guaranteeing or assuring such third party of the payment of any actual or potential liability or obligation to such third party under a Real Property Lease.
