Guarantees and Indebtedness Sample Clauses

Guarantees and Indebtedness. 10.1 The Buyer shall use all reasonable endeavours to ensure that as soon as reasonably practicable after Completion each member of each of the Seller’s Groups is released from any and all subsisting guarantees, security interests and indemnities given by it in relation to the obligations of the Company given by Travelex UK Limited under the Guaranteed Contracts. The Sellers shall co-operate with the Buyer in obtaining such releases and neither the Buyer nor the Guarantor shall be obliged to pay any monies or assume any additional obligations over and above those in the existing guarantees. Pending each such release, the Buyer shall indemnify each relevant member of each of the Seller’s Groups on demand against all Losses actually incurred by that member arising on or after Completion from or in connection with any such guarantee, security interest or indemnity. 10.2 The Sellers shall ensure that at or before Completion the Company is released from any and all guarantees, security interests and indemnities given by it in favour of either of the Sellers or any member of either Seller’s Group and the Buyer’s Group shall have no liability in respect thereof and the Sellers shall indemnify each member of the Buyer’s Group on demand and against all Losses actually incurred by that member arising from or in connection with any such guarantee, security or indemnity. 10.3 To the extent that the same is not included in the Actual Exchange Debt (as defined in clause 10.5 below) the Sellers shall procure that the Company discharges all trade creditors of, and amounts accrued by, the Company as at the date of this Agreement relating to the acquisition and installation of fixed assets (together with any interest and penalties thereon) and shall indemnify the Buyer in respect of all Losses incurred by it as a result of any failure so to do. 10.4 The purchase price set out in clause 6.1 is calculated on the basis that the aggregate amount of the Borrowings, Inter-Company Debts and Shareholder Loans as at the date of this Agreement (“Estimated Exchange Debt”) is £15,594,000. 10.5 The Sellers shall, prior to Completion, notify the Buyer of: 10.5.1 the actual aggregate amount of the Borrowings, Shareholder Loans and Inter-Company Debts as at the date of this Agreement (“Actual Exchange Debt”); 10.5.2 the amount (if any) by which the aggregate amount of the Borrowings, Shareholder Loans and Inter-Company Debts as at Completion exceeds the Actual Exchange Debt (“Excess Debt”)...

Guarantees and Indebtedness. 7.1 The Buyer shall after Completion use all reasonable endeavours to ensure that as soon as reasonably practicable after becoming aware of any subsisting guarantee, security interest or indemnity given by any member of the Seller’s Group in relation to the obligations of any Group Company, the member of the Seller’s Group in question is released from each such guarantee, security interest and indemnity, and pending that release the Buyer shall indemnify each member of the Seller’s Group on demand against all Losses incurred by that member on or after Completion arising from or in connection with any such guarantee, security interest or indemnity, without prejudice to any claim that the Buyer may have under the Warranties or the Tax Covenant and provided also that the Seller will give notice of any claim which it or a member of the Seller’s Group receives pursuant to any such guarantee, security interest or indemnity as soon as reasonably practicable after receipt of the same by the Seller or any member of the Seller’s Group. 7.2 The Seller shall ensure that at or before Completion each Group Company is released from any guarantees, security interests and indemnities given by it in favour of the Seller or any member of the Seller’s Group and, pending that release, the Seller shall indemnify the Buyer on demand against all Losses incurred by any Group Company on or after Completion arising from or in connection with any such guarantee, security interest or indemnity.

Guarantees and Indebtedness. 7.1 The ERO Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any D&M Companies from any outstanding D&M Guarantees and pending such release shall, and shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company against all amounts paid by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable to such liability). The ERO Purchaser shall offer, or procure that an ERO Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant D&M Guarantee or, if not, in favour of the relevant D&M Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the DSAG Purchaser. For so long as and to the extent that any release from a D&M Guarantee has not been obtained, the ERO Purchaser shall use its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs the obligations that are so guaranteed. 7.2 The DSAG Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any ERO Companies from any outstanding ERO Guarantees and pending such release shall, and shall procure that each D&M Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offer, or procure that a D&M Company shall offer, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) or (if the ERO Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as appl...

Guarantees and Indebtedness. Except as disclosed in Exhibit G, the Company is not a party to any contract of guaranty or suretyship and none of its assets is subject to any contract of that nature. The Company is not indebted to any other party, except to the parties and in the amounts set forth in Exhibit H, and current liabilities incurred in the ordinary course of business.

Guarantees and Indebtedness. 12.1 The Guarantor unconditionally and irrevocably undertakes to the Seller: 12.1.1 to procure that the Buyer will fully and promptly perform and discharge all obligations and liabilities of the Buyer including any costs of enforcement of such obligations and liabilities (referred to in this clause as the “Guaranteed Obligations”) under or in respect of this Agreement; 12.1.2 that it guarantees as a continuing guarantee to the Seller the due and punctual performance and observance by the Buyer of the Guaranteed Obligations; 12.1.3 that, if the Buyer fails to do so, it will itself forthwith perform and discharge the Guaranteed Obligations as primary obligor and indemnify the Seller on demand against all Losses suffered or incurred by or made against the Seller in connection with or arising out of such failure; and 12.1.4 that if and each time the Buyer fails to make any payment to fulfil the Guaranteed Obligations when due, the Guarantor shall on demand (without first requiring the Seller to first take steps against the Buyer or any other person) pay such amount to the Buyer. 12.2 The liability of the Guarantor under this clause 12 shall not be limited, discharged or otherwise affected by the invalidity, unenforceability or frustration of any of the Guaranteed Obligations, by any lack of capacity or lack or misuse of authority on the part of the Buyer or its officers, by the liquidation, administration or dissolution of the Buyer or the disclaimer of any of the Guaranteed Obligations, by any variation or termination of any of the Guaranteed Obligations or by any other fact or circumstance which would or might (but for this provision) limit, discharge or otherwise affect the liability of the Guarantor. Further, the Guarantor hereby expressly waives, to the extent permitted by law, any defence to its obligations under this Agreement by reason of any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor or any other guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor or such other guarantor, or might otherwise constitute a legal or equitable defence available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to the Buyer or to any collateral in respect of the Guaranteed Obligations. 12.3 The Guarantor hereby waives to the fullest extent permitted by applicable law notice of the following events or occurrences: (i) ...

Guarantees and Indebtedness. The Vendor is not a party to, or bound by, any guarantee, indemnification, surety or similar obligation in respect of the Business or the Purchased Assets.

Guarantees and Indebtedness. The Debtor is not a party to any contract of guaranty or suretyship and none of its assets is subject to any contract of that nature and the Debtor is not indebted to any other party, except the Secured Party.

Guarantees and Indebtedness. Except as disclosed in Schedule 5.27, the Seller is not a party to or bound by any guarantee, indemnification, surety or similar obligation (except for product warranties and guarantees granted in the ordinary course of business ) in respect of the Aggregate Business.

Guarantees and Indebtedness. The Seller and CCCC are not a party to or bound by any guarantee, indemnification, surety or similar obligation (except such as are granted in the ordinary course of business to the Bank of Montreal) in respect of the Business.