Guarantees and Letters of Credit Clause Samples
Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover shall (with the commercially reasonable cooperation of Apergy and the other members of the Apergy Group) use its commercially reasonable efforts, if so requested by Apergy, to have any member of the Apergy Group removed as guarantor of, or obligor for, any Dover Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Dover Liabilities.
(b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy shall (with the commercially reasonable cooperation of Dover and the other members of the Dover Group) use its commercially reasonable efforts, if so requested by Dover, to have any member of the Dover Group removed as guarantor of, or obligor for, any Apergy Liability, including with respect to those guarantees listed or described on Schedule 2.12(b), to the extent that they relate to the Apergy Liabilities (each of the releases referred to in subsections (a) and (b) of this Section 2.12, a “Guaranty Release”).
(c) In furtherance of the foregoing clauses (a) and (b), at or prior to the Effective Time:
(i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and
(ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached.
(d) If Dover or Apergy is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.12, (i) the relevant beneficiary shall indemnif...
Guarantees and Letters of Credit. Except as set forth on Schedule 2.11, the Parties intend that, following the Distribution, no member of the SpinCo Group will serve as a guarantor of, or obligor for, any Holcim Liability and no member of the Holcim Group will serve as a guarantor of, or obligor for, any SpinCo Liability. The Parties also intend that, following the Distribution, no letters of credit will be issued by one Party or any members of such Party’s Group on behalf of or in favor of the other Party, any member of the other Party’s Group or the other Party’s Business. The Parties hereby agree to cooperate with each other and use (and to cause the relevant member of its Group to use) commercially reasonable efforts, prior to, on and after the Distribution, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary to give effect to the foregoing.
Guarantees and Letters of Credit. BCP shall cause Parent to use its reasonable best efforts to (i) substitute itself or an Affiliate for TRW or a Subsidiary of TRW, as applicable, with respect to (and cause TRW or such Subsidiary to be released from) the financial and performance guarantees delivered by TRW or such Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11, and (ii) cause to be issued letters of credit as replacement letters of credit for ones issued by TRW or a Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11; provided, however, that the parties agree to cause Parent to indemnify and hold Northrop Grumman and TRW harmless from and against any and all Losses resulting from any payment following the Closing Date by TRW or any of its Subsidiaries under such guarantees or letters of credit. Schedule 7.11 sets forth all of such financial and performance guarantees and letters of credit that are outstanding as of the date hereof.
Guarantees and Letters of Credit. BCP shall cause Parent to use its reasonable best efforts to (i) substitute itself or an Affiliate for TRW or a Subsidiary of TRW, as applicable, with respect to (and cause TRW or such Subsidiary to be released from) the financial and performance guarantees delivered by TRW or such Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11, and (ii) cause to be issued letters of credit as replacement letters of credit for ones issued by TRW or a Subsidiary of TRW prior to the Closing Date in connection with the operation of the Automotive Business, each of which is identified on Schedule 7.11; provided, however, that the parties agree to cause Parent to indemnify and hold Northrop Grumman and TRW harmless from and against any and all Losses resulting from any payment following the Closing Date by TRW or any of its Subsidiaries under such guarantees or letters of credit. Schedule 7.11 sets forth all of such financial and performance guarantees and letters of credit that are outstanding as of the date hereof. In the event that any shareholder in any entity identified in Schedule 7.11A requires that TRW guarantee the performance of SMLLC or JVLLC as the transferee of TRW's interest in such entity, then, at the option of TRW, either (i) BCP shall cause Parent to provide such guarantee in the form required by the agreement governing such entity, provided that such guarantee is acceptable to such entity, or (ii) Northrop Grumman or TRW shall provide such guarantee, and BCP shall cause Parent to indemnify and hold Northrop Grumman and TRW harmless from and against any and all Losses incurred by Northrop Grumman or TRW or any of their respective Subsidiaries arising out of such guarantee.
32. Amendment to Section 7.15. Section 7.15 of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:
Guarantees and Letters of Credit. (1) SG Holdings shall (with the commercially reasonable cooperation of SG DevCo and the other members of the SG DevCo Group) use its commercially reasonable efforts, if so requested by SG DevCo, to have any member of the SG DevCo Group removed as guarantor of, or obligor for, any SG Holdings Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(1), to the extent that they relate to SG Holdings Liabilities.
(2) SG DevCo shall (with the commercially reasonable cooperation of SG Holdings and the other members of the SG Holdings Group) use its commercially reasonable efforts, if so requested by SG Holdings, to have any member of the SG Holdings Group removed as guarantor of, or obligor for, any SG DevCo Liability, including with respect to those guarantees listed or described on Schedule 2.11(2), to the extent that they relate to the SG DevCo Liabilities (each of the releases referred to in clauses (1) and (2) of this Section 2.11, a “Guaranty Release”).
Guarantees and Letters of Credit. (1) AFC Gamma shall (with the commercially reasonable cooperation of SUNS and the other members of the SUNS Group) use its commercially reasonable efforts, if so requested by SUNS, (a) to have any member of the SUNS Group released as guarantor of, or obligor for, any AFC Gamma Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.10(1), to the extent that they relate to AFC Gamma Liabilities, (b) to cause all security interests or liens granted by any member of the SUNS Group with respect to such guarantees or obligations terminated, satisfied, discharged and released and (c) take such further actions as are reasonably requested by ▇▇▇▇, from time to time, in each case, to cause the discharge and releases contemplated by this Section 2.10(1).
(2) SUNS shall (with the commercially reasonable cooperation of AFC Gamma and the other members of the AFC Gamma Group) use its commercially reasonable efforts, if so requested by AFC Gamma, (a) to have any member of the AFC Gamma Group removed as guarantor of, or obligor for, any SUNS Liability, including with respect to those guarantees or obligations listed or described on Schedule 2.10(1), to the extent that they relate to the SUNS Liabilities (each of the releases referred to in clauses (1) and (2) of this Section 2.12, a “Guaranty Release”), (b) to cause all security interests or liens granted by any member of the AFC Gamma Group with respect to such guarantees or obligations terminated, satisfied, discharged and released and (c) take such further actions as are reasonably requested by AFC Gamma, from time to time, in each case, to cause the discharge and releases contemplated by this Section 2.10(2).
Guarantees and Letters of Credit. (1) SG Holdings shall (with the commercially reasonable cooperation of SG DevCo and the other members of the SG DevCo Group) use its commercially reasonable efforts, if so requested by SG DevCo, to have any member of the SG DevCo Group removed as guarantor of, or obligor for, any SG Holdings Liability, to the extent that they relate to SG Holdings Liabilities.
(2) SG DevCo shall (with the commercially reasonable cooperation of SG Holdings and the other members of the SG Holdings Group) use its commercially reasonable efforts, if so requested by SG Holdings, to have any member of the SG Holdings Group removed as guarantor of, or obligor for, any SG DevCo Liability, to the extent that they relate to the SG DevCo Liabilities (each of the releases referred to in clauses (1) and (2) of this Section 2.11, a “Guaranty Release”).
Guarantees and Letters of Credit. Under this Agreement
Guarantees and Letters of Credit. Buyer shall, prior to or concurrent with the Closing, (a) cause Buyer or one of its Affiliates to be substituted for Parent or Sellers, as applicable, with respect to (and cause Parent and Sellers to be released from) the financial and performance guarantees delivered by Parent and/or Sellers and identified on Schedule 6.7 or incurred in the ordinary course of business between the date hereof and the Closing Date in connection with the operation of the Business, and (b) except to the extent otherwise provided in Section 6.8, cause to be issued letters of credit as replacement letters of credit for ones issued by Parent or any Seller and identified on Schedule 6.7 or incurred in the ordinary course of business between the date hereof and the Closing Date in connection with the operation of the Business; provided, however, that Buyer shall indemnify and hold Parent and Sellers harmless from and against any and all losses resulting from any payment following the Closing Date by Parent or any Seller under such guarantees or letters of credit.
Guarantees and Letters of Credit. (1) Vinco shall (with the commercially reasonable cooperation of Cryptyde and the other members of the Cryptyde Group) use its commercially reasonable efforts, if so requested by Cryptyde, to have any member of the Cryptyde Group removed as guarantor of, or obligor for, any Vinco Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(1), to the extent that they relate to Vinco Liabilities.
(2) Cryptyde shall (with the commercially reasonable cooperation of Vinco and the other members of the Vinco Group) use its commercially reasonable efforts, if so requested by Vinco, to have any member of the Vinco Group removed as guarantor of, or obligor for, any Cryptyde Liability, including with respect to those guarantees listed or described on Schedule 2.11(2), to the extent that they relate to the Cryptyde Liabilities (each of the releases referred to in clauses (1) and (2) of this Section 2.11, a “Guaranty Release”).