Seller Guaranties. From and after the date hereof, Buyer and Seller shall use their respective reasonable best efforts to obtain, on or prior to the Closing Date, the termination of, and full release of Seller and its Affiliates (other than the Transferred Companies) from any and all Liabilities arising under, the Seller Guaranties listed on Schedule 4.28. For the avoidance of doubt, such efforts shall include an offer by Buyer to substitute the obligations of a Subsidiary or other Affiliate of Buyer for those of Seller and its Affiliates (other than the Transferred Companies) under any such Seller Guaranty on terms that are no less favorable than the terms under such Seller Guaranty are to Seller or the applicable Affiliate of Seller, as applicable. With respect to each such Seller Guaranty with respect to which the parties do not obtain such termination and full release, Buyer shall, concurrently with the Closing, enter into a hold harmless agreement in substantially the form attached hereto as Exhibit B (the “Hold Harmless Agreement”) with respect to such Seller Guaranty.
Seller Guaranties. (a) With respect to each Seller Guaranty (as defined below), Buyer shall use its reasonable best efforts to arrange for the release or replacement, effective as of the Closing, of Seller and its Affiliates from their respective obligations under each such Seller Guaranty, and Seller shall cooperate with such efforts. “
Seller Guaranties. With respect to each Seller Guaranty, prior to Closing, Seller and Buyer shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for Seller or the applicable Affiliate of Seller in respect of, all obligations or Seller or any of its Affiliates under the Seller Guaranties on the Closing Date by offering such beneficiary a Seller Guaranty of Buyer or one of its Affiliates of like character and on terms (financial and otherwise) no less favorable to such beneficiary, provided that, if notwithstanding Buyer’s commercially reasonable efforts, Buyer is unable to obtain such release, Buyer shall indemnify the Seller Indemnified Parties with respect to such Seller Guaranty pursuant to Section 9.3(a).
Seller Guaranties. Except as provided in Section 11.12 and except in so far as any member of the Seller Group shall incur any liability or obligation under Article XIV of this Agreement, Purchaser and Chem-Waste agree to use best efforts, and to cause all other Acquired Subsidiaries to use best efforts, to cause each member of the Seller Group to be fully and finally released and discharged from all further liability or obligation in respect of all Seller Guaranties in respect of which such member of the Seller Group is an obligated party, within six months following the Closing Date, and to that end, Purchaser and Acquired Subsidiaries agree to use best efforts to:
Seller Guaranties. To the extent that the portion of any guarantee by Seller or its Affiliates (other than the Conveyed Entities) of any obligation of any Conveyed Entity (a “Seller Guarantee”) has not been irrevocably, fully and unconditionally terminated and released at or prior to the Closing, as contemplated hereby, Sellers shall continue to use all reasonable efforts to cause the applicable portion of such Seller Guaranties to be terminated and released and Buyer shall use its commercially reasonable efforts to cooperate with the reasonable requests of the Sellers in connection therewith, including providing a guarantee by Buyer in replacement of the applicable portion thereof. Buyer shall indemnify Sellers and their Affiliates against any and all Losses incurred by any such Person based upon or arising out of a Seller 75 Guarantee that has not been so released (but only to the extent of any Losses under such Seller Guarantee that are attributable to the businesses of the Conveyed Entities). For the avoidance of doubt, the indemnification set forth herein shall not affect the rights of the Buyer Indemnitees pursuant to Article VIII hereof. Section 5.27
Seller Guaranties. Schedule 5.8 sets forth a complete and accurate list of all of the Company’s obligations that Seller has guarantied or for which Seller is otherwise personally liable (the “Seller Guaranties”).
Seller Guaranties. 35 5.11 Casualty; Condemnation........................................ 35 5.12 Insurance..................................................... 35 5.13 Intellectual Property Matters................................. 36 5.14 Noncompetition; No Solicitation............................... 37 -ii- TABLE OF CONTENTS (continued) PAGE ---- 5.15 Release of Obligations........................................ 37 5.16 Cooperation with Purchaser's Financing Efforts................ 38 5.17 General Transitional Assistance............................... 38
Seller Guaranties. Following the Closing, Purchaser shall use commercially reasonable efforts to obtain the full release of Seller and its Affiliates from all guaranties made in respect of the Company or any Company Subsidiary by Seller and such Affiliates from the guarantees and similar agreements or arrangements of obligations of the Company and the Company Subsidiaries set forth in Schedule 5.10 of the Disclosure Letter (each a "Seller Guaranty"); provided, however, that Purchaser shall not be obligated in connection with such efforts to make any payments or other concessions or take any action that would result in a material adverse consequence under the agreement containing or subject to such guaranty; and provided, further, that an offer by Purchaser to substitute its own obligations for those of Seller or any Affiliate of Seller under any Seller Guaranty on substantially comparable terms shall in all events be deemed to satisfy Purchaser's obligations under this Section 5.10 in respect of such Seller Guaranty. Until such Seller Guaranty is released, Seller shall continue to fulfill its obligations under such Seller Guaranty, including the prompt delivery of any financial information required to be delivered thereunder.
Seller Guaranties. With respect to each Seller Guaranty (as defined below), Buyer shall use, and from and after the Closing shall cause the Company or a Company Subsidiary, as applicable, to use, commercially reasonable efforts (which shall include offering replacement guarantees substantially similar to those provided by Seller or its applicable Affiliate) to provide replacement guaranties for the benefit of the beneficiary thereof, or make other arrangements suitable to the beneficiary thereof, in either case, to obtain the release, effective as of the Closing, of Seller and its Affiliates (other than the Company and the Company Subsidiaries) from their respective obligations to the beneficiary of such Seller Guaranty, provided that, if notwithstanding Buyer’s commercially reasonable efforts, Buyer is unable to obtain such release, Buyer shall indemnify, and shall cause the Company to indemnify, Seller Indemnified Parties pursuant to ARTICLE IX with respect to any Loss to the extent arising from any obligations of the Company or any Company Subsidiary secured by such Seller Guaranty arising from and after the Closing. “Seller Guaranty” means each guaranty issued by Seller or any of its Affiliates (other than the Company and the Company Subsidiaries and other than as set forth in Section 10.16 herein) or on any of their behalf and any keepwell, net worth maintenance agreement, letter of credit, reimbursement obligation or letter of comfort imposing any obligations on Seller or its Affiliates (other than the Company and the Company Subsidiaries) in connection with the Business, in each case, that is set forth in Section 5.12
Seller Guaranties. Buyer agrees to use all commercially reasonable efforts to cause each Seller to be fully and finally released and discharged from all further liability or obligation in respect of all Seller Guaranties in respect of which such Seller is an obligated party, effective as of the Closing Date.
