GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 15.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Sellers’ Groups is released from the Third Party Assurances including those listed in Part A of Exhibit 1 given by the Sellers’ Groups in respect of obligations of any Target Company. Pending release of these Third Party Assurances, the Purchaser shall indemnify each Seller and each member of their respective Groups against any and all Costs incurred by such Seller or the members of its Group arising after Closing under or by reason of such Third Party Assurances.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. The Purchaser shall ensure that at Closing each member of the Seller Group is released in full from all Third Party Assurances listed in Exhibit 2 given by it in respect of obligations of the Target Company or relating to any Business Contract. In addition, the Purchaser shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of the Target Company or relating to any Business Contract, each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 17, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Costs arising after the Effective Date (provided that Closing takes place) under or by reason of that Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Seller Group is released from all Third Party Assurances given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). In addition, the Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any such Third Party Assurance, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 17.1 Xxxxx shall use commercially reasonable efforts to procure that, at Closing or as soon as reasonably practicable thereafter, each member of the Seller Group is released in full from all Third Party Assurances by which it or any members of the Seller Group is bound in respect of any obligations of any member or members of the Target Group or any Assumed Obligations, as well as from the letter of credit from Citibank, [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. guaranteed by PPPI, in favor of the U.S. Environmental Protection Agency in connection with remediation measures at PPPI’s Des Moines plant.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. (a) The rights and obligations of the Buyer and the Seller in relation to the Existing Credit Support Instruments and the Seller Group Credit Support Documents are set forth in Schedule 21 (Specified Credit Support Instruments).
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 13.1 The Purchaser shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Company, each member of the Seller Group is released to that extent from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 13.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. Except as disclosed in Schedule 5.1(ee), in relation to the Corporations there are no guarantees, indemnities or other sureties issued to a third party by PBP or PBT, as applicable, in respect of any obligation of a member of the Seller or its Affiliate; and/or (as the context may require).
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 11.1 Each of the Sellers shall procure in relation to himself at or immediately following Closing that:
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 7.3.1. The Purchaser shall procure that at Closing Mxxx and Mx. Xxx Xxxx are released in full from all Third Party Assurances given by Mxxx or/or Mx. Xxx Xxxx, including, but not limited to the Third Party Assurances listed in Schedule 7.3.1. Given the nature of the Business, the Third Party Assurances set forth in the Schedule 7.3.1 are, from time to time, subject to changes in the ordinary course of business and, therefore, Schedule 7.3.1 will be amended and updated immediately prior to Closing.
GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 20.1 The Purchaser shall ensure that at Closing (or as soon as reasonably practicable thereafter) each member of the Seller Group is released in full from all Third Party Assurances listed in Part A of Exhibit 1 given by it in respect of obligations of any Target Company or relating to any Business Contract. In addition, the Purchaser shall use its reasonable best endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company or relating to any Business Contract, each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 20.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance.
