Substitution of Guarantees Sample Clauses

Substitution of Guarantees. (a) If the Vendor has not obtained a release of any of the Guarantees by the Agreement Date then, during the Pre-Completion Period and, if necessary, as soon as possible following Completion, the Purchaser must use all reasonable endeavours to assist the Vendor to secure a release of the Vendor and any other member of the Group from those Guarantees with effect from Completion.
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Substitution of Guarantees. The Purchasers undertake to use their best efforts to, as of the Closing Date, replace the guarantees provided by the Seller and/or any of its Affiliates with respect to contracts entered into by the Mobile SPEs and/or related to the UPI Mobile Assets, Obligations, and Rights, including those set forth in Exhibit 9.6, as such guarantees may be subject to notice from the Seller to the Purchasers, requesting replacement of such guarantees provided and attaching supporting documentation. The Purchasers shall submit to the Seller evidence of the release of their respective guarantees as soon as they have been replaced as provided for herein. In the event of impossibility of replacing any guarantee, the Parties undertake to discuss the best solution for all the Parties, it being hereby established that the Seller undertakes not to revoke the guarantees it has provided. For the purposes of clarification, any contractual obligations assumed by the Seller and/or any of its Affiliates under contracts entered into with third parties that have not been assumed by the Mobile SPEs and/or are not related to the UPI Mobile Assets, Obligations, and Rights (among which are the Tower Purchase Agreements) are not covered by this section.
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Substitution of Guarantees. (1) On or before the Closing Date, the Purchaser shall cause itself to be substituted in all respects for the Selling Stockholder or any affiliate of the Selling Stockholder, and shall cause the Selling Stockholder or any such affiliate to be fully released, in respect of all obligations of Selling Stockholder or any such affiliate under any guarantee, letter of credit, bid bond or performance bond identified on Schedule 5.9 of the Disclosure Schedule (the "Guarantees"). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall not be substituted for the Selling Stockholder with respect to the guarantee by the Selling Stockholder of the obligations of Gai's Seattle French Baking Company which may arise under Waters, et al. v. Gai's Seattle French Baking Company, Case No. 95-2-28578-3SEA in the Superior Court of Washington, Kings County (the "Gai's Guarantee"). If, prior to the Closing, the Purchaser is unable to effect such substitution and release with respect to any Guarantee after using its best efforts to do so, the Purchaser shall obtain letters of credit, on terms and from financial institutions reasonably satisfactory to the Selling Stockholder, with respect to the obligations covered by each of the Guarantees for which the Purchaser is unable to effect such substitution and release. As a result of the substitution and release contemplated by the first sentence of this Section 5.9 and/or the letters of credit contemplated by the second sentence of this Section 5.9, the Purchaser shall cause the Selling Stockholder and any affiliates from and after the Closing to cease to have any obligation whatsoever arising from or in connection with the Guarantees, except for obligations (if any) for which the Selling Stockholder or the appropriate affiliate will be fully indemnified pursuant to a letter of credit. Without limiting the foregoing, after the Closing Date, the Purchaser will not, nor shall it permit any of its affiliates to, renew, extend, amend or supplement any loan, contract, lease or other agreement which is covered by a Guarantee without 42 44 providing the Selling Stockholder with satisfactory evidence that its (or any of its affiliates') Guarantee has been released. Any cash or other collateral posted by the Selling Stockholder or any of its affiliates in respect of any Guarantee shall be delivered to the Selling Stockholder.
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Substitution of Guarantees. 44 Section 5.10 Release of Liens; No Indebtedness.................................................45 Section 5.11
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Substitution of Guarantees. Purchaser and Seller shall use their respective reasonable best efforts to (i) cause Purchaser or an Affiliate thereof to be substituted for Seller and its Affiliates in those guarantees, letters of comfort, indemnities or similar arrangements entered into by Seller or any of its Affiliates (other than the Company) in respect of the Business (collectively, the “Business Guaranties”) and (ii) cause Seller and its Affiliates (other than the Company) to be fully released, in each case, effective as promptly as practicable, in respect of all obligations of Seller and any Affiliate thereof under all Business Guaranties. If Purchaser is unable to effect such a substitution and release with respect to any Business Guaranty after using reasonable efforts to do so, Purchaser shall indemnify the Seller Indemnified Parties from any Losses arising from such Business Guaranty.
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Substitution of Guarantees. The Purchasers commit themselves to make their best efforts in order that the Company immediately after the Closing Date obtains the cancelation and/or substitution (by appointed Persons by the Purchasers) of all the guarantees and bank guarantees granted by the Sellers and/or by companies that the Sellers are shareholders of, as detailed in Annex 4.02 (c) (the “Sellers Guarantees”). Without prejudice of the foregoing, and independently of the result of the steps in charge of the Purchasers, they shall be liable towards the Sellers, and/or the companies, which the Sellers are shareholders, referred to in Annex 4.02 (c) of all liability, claim, contingency, demand, obligation, action, damage, prejudice, losses, fines, penalties, or expenses (including without limitation interests and punitive charges, reasonable attorneys fees and expenses) suffered or paid or to be paid as a result of, or arising of the Sellers Guarantees, provided that they are caused and produced after the Closing Date.
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Substitution of Guarantees. (a) Purchaser and Seller shall use their respective reasonable best efforts to (i) cause Purchaser or an Affiliate thereof to be substituted for Seller and its Affiliates in those guarantees, letters of comfort, indemnities or similar arrangements entered into by Seller or any of its Affiliates (other than the Companies and the Companies’ Subsidiaries) in respect of the Business listed on Schedule 6.14 (collectively, the “Business Guaranties”) and (ii) cause Seller and its Affiliates (other than the Companies and the Companies’ Subsidiaries) to be fully released, in each case, effective as promptly as practicable, in respect of all obligations of Seller and any Affiliate thereof under all Business Guaranties. If Purchaser is unable to effect such a substitution and release with respect to any Business Guaranty after using reasonable efforts to do so, Purchaser shall indemnify the Seller Indemnified Parties from any Losses arising from such Business Guaranty.
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Substitution of Guarantees. On or prior to the Closing Date, the Purchaser shall, with effect from the Closing Date, have procured or furnished guarantees in substitution of any guarantees, letters of comfort, indemnities or similar arrangements entered into by the Seller to the extent the same relates exclusively to the Business, a list of which shall be provided to the Purchaser at least 5 (five) Business Days prior to Closing Date.
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Related to Substitution of Guarantees

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

  • ADJUSTMENT OF GUARANTEES 8.1 In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such Rule Change affects the A321 NEO Aircraft configuration or performance or both required to obtain certification the Guarantees will be appropriately modified to reflect the effect of any such change.

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • 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:

  • Confirmation of Guarantee The Guarantor hereby confirms and agrees that (i) the Guarantee is and shall continue to be in full force and effect and is otherwise hereby ratified and confirmed in all respects; and (ii) the Guarantee is and shall continue to be an unconditional and irrevocable guarantee of all of the Obligations (as defined in the Guarantee).

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

  • NOTATION OF GUARANTEE As set forth more fully in the Indenture, the Persons constituting Subsidiary Guarantors from time to time, in accordance with the provisions of the Indenture, irrevocably and unconditionally and jointly and severally guarantee, in accordance with Section 12.1 of the Indenture, to the Holders and to the Trustee and its successors and assigns, that (i) the principal of and interest on the 6% Securities will be paid, whether at the Stated Maturity or Interest Payment Dates, by acceleration, call for redemption or otherwise, and all other obligations of the Company to the Holders or the Trustee under the Indenture or this 6% Security will be promptly paid in full or performed, all in accordance with the terms of the Indenture and this 6% Security, and (ii) in the case of any extension of payment or renewal of this 6% Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Stated Maturity, as so extended, by acceleration or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any such guarantor who, pursuant to Article 12 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.

  • 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.

  • 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. If WCI is unsuccessful in its efforts to obtain such termination and release, WCI 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 the Corporation or KCI (to the extent assumed by WCI pursuant to this Agreement) 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.

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