Indemnified Guarantees definition

Indemnified Guarantees has the meaning specified in Section 6.06(c).

Indemnified Guarantees has the meaning set forth in Section 5.10.

Indemnified Guarantees means the Liabilities of Parent and its Subsidiaries (other than the Company and the Company Subsidiaries) under any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, credit support, or other similar commitment, understanding, agreement or obligation relating to the Business.

Examples of Indemnified Guarantees in a sentence

• To the effect such substitution and release has not been effected with respect to any Indemnified Guarantee within nine (9) months following the Closing, then, within ten (10) Business Days of the six (6) month anniversary of the Closing, Buyer must post a letter of credit in the face amount equal to the aggregate obligations under all such Indemnified Guarantees with respect to which such substitution and release has not been effected.

• Section 10.11(a) Indemnified Guarantees ................................

• For any Indemnified Guarantees for which Buyer or one if its Affiliates is not substituted in all respects for Parent and its Affiliates (and for which Parent and its Affiliates are not released) effective as of the Closing, Buyer and Parent shall continue to cooperate and use their respective commercially reasonable efforts and Buyer shall cause the Companies to use commercially reasonable efforts to effect such substitution and release after the Closing.

• All costs and expenses incurred in connection with the substitution or release of Indemnified Guarantees pursuant to this Section 6.10(b) shall be borne by Buyer.

• The Seller hereby agrees to retain at Closing all obligations and liabilities in respect of the guarantees listed on Schedule 7.4 ("Indemnified Guarantees") and shall indemnify, defend and hold Purchaser and the applicable guarantor Sale Company harmless from, against and in respect of any obligation to make payment or otherwise perform under any of such Indemnified Guarantees.

• Cobia shall cooperate with the Company Group to facilitate the release and substitution of the Indemnified Guarantees.

• Parent shall not, and shall cause its Affiliates not to, cancel or otherwise effect any amendments or modifications or any other changes to any Indemnified Guarantee that could increase, extend or accelerate the liability of Buyer or any of its Affiliates under such Indemnified Guarantees, without Buyer’s prior written consent, which subject to the application of this Section 6.11(a) to any such increase, extension or acceleration, shall not be unreasonably withheld or delayed.

More Definitions of Indemnified Guarantees

Indemnified Guarantees is defined in Section 6.7(a). “Indemnified Party” is defined in Section 10.4(a). “Indemnifying Party” is defined in Section 10.4(a).

Indemnified Guarantees is defined in Section 7.4(a).

Indemnified Guarantees means the financial or performance guarantees currently in effect and provided for the benefit of the Business which are set forth on a schedule to be provided by Seller to Purchaser within ten (10) days of the date hereof; provided, however, that "Indemnified Guarantees" shall not include any guarantees that are terminable and for which Purchaser has delivered a notice to Seller to terminate such guarantee at least ten (10) days prior to the Closing Date.

Indemnified Guarantees means, collectively, (a) the Surety Bond, (b)(x) that certain Vehicle Dealer Bond (Surety Bond number 104406924), dated as of January 1, 2005, by and between the Company and the State of Kansas, and (y) the Rider, attached to and part of the Vehicle Dealer Bond (Surety Bond number 104406924), dated as of November 19, 2021, issued by Travelers Casualty and Surety Company of America on behalf of, among others, the Seller and the Company, (c) that certain Surety Bond – Motor Vehicle (Surety Bond number 107867592), dated as of July 5, 2023, by and between the Company and the State of Connecticut, and (d) that certain Importer or Broker Bond (Surety Bond number 131120005), dated as of January 1, 2014, by and between the Company and the U.S. Bureau of Customs and Border Protection.

Indemnified Guarantees the documents listed in Annex 7;