Replacement of Guaranties. Buyer and Seller shall each use its reasonable best efforts to cooperate in an effort to cause the replacement, effective as of the Closing, of the guaranties listed in Section 7.10 of the Disclosure Schedule (collectively, the “Substituted Guaranties”); provided that neither Seller nor any of Seller’s Subsidiaries shall have any obligations to make payments or incur any costs or expenses, grant any concession or incur any other liability in connection with such cooperation pursuant to this Section 7.10 except to the extent Xxxxx agrees to promptly reimburse Seller or any of its respective Subsidiaries (and without limiting Seller’s obligation to indemnify Buyer for Indemnified Taxes); provided further, that if any such guaranty is not replaced effective as of the Closing, Buyer and Seller shall continue to use their respective reasonable best efforts to cause the replacement of any unreplaced guaranties. Without limiting the foregoing, neither Buyer nor any of its Subsidiaries shall extend or renew any Contract containing or underlying a Substituted Guaranty unless, prior to or concurrently with such extension or renewal, Buyer or one of its respective Affiliates (as applicable) is substituted in all respects for Seller and any of its respective Affiliates (as applicable), and Seller and its respective Affiliates are released in respect of all obligations of Seller and such Affiliates under such Substituted Guaranty. In no event shall Seller or any of its Subsidiaries be obligated to pay any money to any person to effect the replacements described in this Section 7.10. Buyer shall indemnify Seller and its Affiliates against any and all Liabilities and other Damages incurred or suffered by any such Person arising out of or resulting from the exercise by any third party of its rights against Seller or any of its Affiliates under any guaranty or other similar arrangement provided by Seller or any of its Affiliates in respect of any Liability of any Purchased Subsidiary or any Assumed Liability, to the extent Seller or its Affiliates are required to make any payment thereunder as a result of a failure by Buyer to perform the applicable obligation to such guaranties.
Replacement of Guaranties. Emmis or its Affiliates have provided certain guarantees, letters of credit, surety bonds, indemnities and similar obligations with respect to the Mediaco Business as set forth on Schedule 9.16 (each, an “Existing Guaranty”). Purchaser shall use its reasonable best efforts to cause the complete and unconditional release of Emmis and its Affiliates and the substitution of a similar obligation of Purchaser, Mediaco or an Affiliate or a third party as the guarantor, indemnitor or responsible party (“Substitute Guaranties”) under each Existing Guaranty, which Substitute Guaranties will be effective upon the Closing. Without limiting the foregoing, if any Existing Guaranty remains outstanding and not fully released after the Closing, Purchaser shall (i) continue to use reasonable best efforts after the Closing to relieve and release Emmis and its Affiliates of any liabilities and obligations under any Existing Guaranty under which a new guarantor has not been substituted in all respects for Emmis or any of its Affiliates as of the Closing Date; (ii) not permit any of the Mediaco Entities to (A) renew or extend the term of or (B) increase the obligations under, or transfer to another Person, any liability for which Emmis or any of its Affiliates (other than the Mediaco Entities) is or would reasonably be expected to be liable under any such outstanding Existing Guaranty; and (iii) indemnify and hold harmless Emmis and its Affiliates with respect to all liabilities or obligations arising out of or relating to any such Existing Guaranty.
Replacement of Guaranties. On or prior to Closing, Baker Hughes and Partner shall use their commercially reasonable efforts to cause the replacement, effective as of the Closing, of the letters of credit, guaranties, financial assurances, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of Baker Hughes or any of its Affiliates or Partner or any of its Affiliates in connection with the Baker Hughes Contributed Business or the Partner Contributed Business, respectively, which are listed in Section 7.06 of the Baker Hughes Disclosure Schedule or Section 7.06 of the Partner Disclosure Schedule, respectively; provided that if any such letter of credit, guaranty, financial assurance, surety bond, performance bond or other contractual obligation is not replaced effective as of the Closing, the Company shall indemnify Baker Hughes and its Affiliates or Partner and its Affiliates, as applicable, against, and hold each of them harmless from, any and all Damages incurred or suffered by Baker Hughes or any of its Affiliates or Partner or any of its Affiliates, as applicable, related to or arising out of the same. In connection with the foregoing, Baker Hughes shall not cause the Company to provide replacement letters of credit, guaranties, financial assurances, surety bonds, performance bonds or other contractual obligations without the prior written consent of Partner.
Replacement of Guaranties. On or prior to Closing, Seller and Buyer shall use their reasonable best efforts to cause the replacement, effective as of the Closing, of the letters of credit, guaranties, financial assurances, surety bonds, performance bonds and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by any Purchased Subsidiary) in connection with the Purchased Subsidiaries, including those listed in Section 7.11 of the Disclosure Schedule; provided that if any such letter of credit, guaranty, financial assurance, surety bond, performance bond or other contractual obligation is not replaced effective as of the Closing, Buyer shall indemnify Seller and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by Seller or any of its Affiliates related to or arising out of the same.
Replacement of Guaranties. On or prior to Closing, Seller and Buyer shall cooperate with each other so as to cause the replacement, effective as of the Closing of the guaranties, financial assurances and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by any Purchased Subsidiary) that are listed in Section 7.10 of the Disclosure Schedule; provided, that if any such guaranty, financial assurance or other contractual obligation is not replaced effective as of the Closing (or Deferred Closing, as the case may be), Buyer shall indemnify Seller and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by Seller or any of its Affiliates related to or arising out of the same.
Replacement of Guaranties. (a) Deutsche Bank shall use its reasonable best efforts to cause itself or one or more of its Affiliates (other than the DB Entities) to be substituted in all respects for the DB Entities, effective as of the Closing, in respect of all obligations of any DB Entity under each guaranty, bonding arrangement, letter of credit and letter of comfort listed on Section 3.23(a) of the Seller Disclosure Schedule. In the event having so used its reasonable best efforts Deutsche Bank has not obtained any third party consents required for such substitution, Deutsche Bank shall indemnify and hold the Purchaser and its Affiliates (including the DB Entities) harmless from and against any Damages suffered by such Persons in respect of such obligations for which such a substitution has not been made as of the Closing.
(b) The Purchaser shall use its reasonable best efforts to cause itself or one or more of its Affiliates to be substituted in all respects for Deutsche Bank or the applicable Affiliate thereof, effective as of the Closing, in respect of all obligations of Deutsche Bank and its Affiliates under each of the guaranties, bonding arrangements, letters of credit and letters of credit listed in Section 3.23(b) of the Seller Disclosure Schedule. In the event having so used its reasonable best efforts the Purchaser has not obtained any third party consents required for such substitution, the Purchaser shall indemnify and hold Deutsche Bank and its Affiliates harmless from and against any Damages suffered by such Persons in respect of such obligations for which such a substitution has not been made as of the Closing.
Replacement of Guaranties. On or prior to the Closing, the Buyer shall replace, or provide substitute credit support in lieu of, (a) the guaranty dated August 2, 1996 executed by Thorn in favor of The First National Bank of Maryland; (b) the guaranty dated July 23, 1996 executed by Thorn in favor of The Chase Manhattan Bank; (c) the guaranty dated July 23, 1996 executed by Thorn in favor of Societe General and (d) all other guaranties that may be issued in connection with the business of the Company and its Subsidiaries following the date hereof. Such replacement guaranties or substitute credit support shall be satisfactory in all respects to the beneficiaries thereof. Notwithstanding the foregoing, the aggregate amounts under the letters of credit referred to in Section 6.21 (other than any letters of credit issued in
Replacement of Guaranties. Prior to the Closing, (a) each of Buyer and Sellers shall take all action reasonably necessary to obtain the unconditional release of Sellers from the guaranties, letters of comfort or support and indemnification or "hold harmless" agreements set forth in Section 5.3 of the Disclosure Schedule (collectively, the "Guaranties"); provided, however, that Buyer shall not be required to make any payment to secure such releases; or
Replacement of Guaranties. On or prior to Closing, BHGE and GE shall use their commercially reasonable efforts to cause the Company to replace, effective as of the Closing, of (a) letters of credit, guaranties, financial assurances, performance bonds and other contractual obligations, and (b) surety bonds, undertakings or other instruments of guarantee issued by sureties, insurers or reinsurers (such issuer, a “Surety”, and such instrument, a “Surety Bond”), entered into by or on behalf of BHGE or any of its Affiliates or GE or any of its Affiliates in connection with the BHGE Contributed Business or the GE Contributed Business, respectively, which are listed in Section 7.07(a) and Schedule 7.07(b); provided, that if any such letter of credit, guaranty, financial assurance, surety bond, performance bond or other contractual obligation is not replaced effective as of the Closing, the Company shall indemnify BHGE and its Affiliates or GE and its Affiliates, as applicable, against, and hold each of them harmless from, any and all Damages incurred or suffered by BHGE or any of its Affiliates or GE or any of its Affiliates, as applicable, related to or arising out of the same. In connection with the foregoing, BHGE shall not cause the Company to provide replacement letters of credit, guaranties, financial assurances, surety bonds, performance bonds or other contractual obligations without the prior written consent of GE. In addition, to the extent that the Company does not arrange for substitute Surety Bonds or satisfactorily novate the obligations of GE or BHGE, as applicable, to a Surety, the Company shall (i) promptly pay directly to that Surety any and all obligations of GE or BHGE, as applicable, after receipt from GE or BHGE, as applicable, of a written demand from such Surety, and/or (ii) advance such loss amounts to GE or BHGE, as applicable prior to its requirement to pay that Surety.
Replacement of Guaranties. (a) On or prior to Closing, (i) Ruby shall use commercially reasonable efforts to, and Exxxxxx shall cooperate with Ruby so as to cause the replacement, effective as of the Closing, of the Exxxxxx Guaranties listed in Section 5.12(a) of the Disclosure Schedule and (ii) Exxxxxx shall cause the Emerald Entities to repay, or otherwise eliminate, any and all amounts and obligations in respect of such Exxxxxx Guaranties. JV NewCo shall indemnify Exxxxxx and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by Exxxxxx or any of its Affiliates related to or arising out of any Exxxxxx Guaranties (other than any Exxxxxx Guaranties replaced pursuant to the foregoing clause (i)), and JV NewCo shall use commercially reasonable efforts to cause each of the Exxxxxx Guaranties listed in Section 5.12(a) of the Disclosure Schedule that are not replaced as of Closing to be replaced no later than six (6) months following the Closing Date. For the avoidance of doubt, nothing herein shall require Exxxxxx or any of its Affiliates to maintain any Exxxxxx Guaranties following the Closing. The provisions of this Section 5.12 shall not apply to Exxxxxx Insurance Securities, which shall be subject to Section 5.16.
(b) On or prior to the Closing, (i) Exxxxxx shall use commercially reasonable efforts to cause the replacement, effective as of the Closing, of the Emerald Guaranties listed in Section 5.12(b) of the Disclosure Schedule and (ii) Exxxxxx shall, or shall cause the Retained Subsidiaries to, repay, or otherwise eliminate, any and all amounts and obligations in respect of such Emerald Guaranties. Exxxxxx shall indemnify JV NewCo and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by JV NewCo or any of its Affiliates related to or arising out of any Emerald Guaranties (other than any Emerald Guaranties replaced pursuant to the foregoing clause (i)), and Exxxxxx shall use commercially reasonable efforts to cause each of the Exxxxxx Guaranties listed in Section 5.12(b) of the Disclosure Schedule that are not replaced as of Closing to be replaced no later than six (6) months following the Closing Date. For the avoidance of doubt, nothing herein shall require JV NewCo or any of its Affiliates to maintain any Emerald Guaranties following the Closing.
