Seller Guarantees definition

Seller Guarantees means, collectively, all letters of credit, guarantees, surety bonds, performance bonds and other financial assurance obligations issued or entered into by or on behalf of (or for the account of) the Seller Parties or any of their Affiliates (other than exclusively by the Transferred Companies) in connection with the Business, each of which are listed in Section 5.08 of the Disclosure Letter.

Seller Guarantees has the meaning set forth in Section 5.15(a).

Seller Guarantees has the meaning set forth in Section 6.7.

Examples of Seller Guarantees in a sentence

• Purchaser agrees to continue to use its reasonable best efforts after the Closing to relieve the Asset Seller Entities, Xxxxxx and their respective Affiliates of all such Seller Guarantees.

• If a Downgrade Event occurs with respect to a Seller Guarantor, Seller shall post or cause to be posted in lieu of Seller's Guarantee, a letter of credit in favor of and reasonably acceptable to Buyer in an amount equal to its remaining liability under such Seller Guarantees.

• At the end of each month during the Commercial Operations Delay Period, Buyer shall invoice Seller for such cost of cover if any incurred during such month, and Seller shall pay such amount within ten (10) days of Buyer's invoice therefor, and if Seller fails to timely pay such amount, Buyer may draw on the Seller Guarantees for such amount.

• Purchaser shall use its commercially reasonable efforts to obtain replacement Seller Guarantees or otherwise arrange to have Seller fully, irrevocably and unconditionally released from such Seller Guarantees, in each case, effective as of the Closing.

• Any such letter of credit, guarantee, performance bond or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.

More Definitions of Seller Guarantees

Seller Guarantees means all obligations of Seller or any of the Retained Subsidiaries under any Contract or other obligation in existence as of the Closing Date relating to the Business and for which Seller or any of the Retained Subsidiaries is or may be liable, whether as guarantor, original tenant, primary obligor, Person required to provide financial support in any form whatsoever or otherwise, including obligations under Seller’s advanced payment guarantees, performance guarantees and retention guarantees.

Seller Guarantees have the meanings specified in Section 9.9(a).

Seller Guarantees shall have the meaning set forth in Section 6.16.

Seller Guarantees has the meaning specified in Section 18.1.

Seller Guarantees has the meaning ascribed to such term in Section 4.11(a).

Seller Guarantees means those guarantees, indemnities, letters of credit, letters of comfort and similar credit obligations set forth on Schedule 1.1(d).

Seller Guarantees means all obligations of Seller or any of its Affiliates (including, for the avoidance of doubt, under any letter of credit, performance bond or similar obligation) to the extent arising out of or relating to a Transferred Asset or to the extent they are Assumed Liabilities and for which Seller or any of its Affiliates is or may be liable, whether as guarantor, original tenant, primary obligor, Person required to provide financial support in any form whatsoever or otherwise, including obligations under Seller’s advanced payment guarantees, performance guarantees and retention guarantees.