Replacement Guarantees Clause Samples
A Replacement Guarantees clause obligates a party, typically a seller or service provider, to replace goods or services that are found to be defective or non-conforming within a specified period. In practice, this means that if a product fails to meet agreed standards or malfunctions, the provider must supply a new, equivalent item at no additional cost to the buyer. This clause ensures that the buyer receives the value and functionality promised, reducing the risk of loss due to faulty products and providing assurance of quality.
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Replacement Guarantees. As promptly as practicable after the date hereof, with respect to each Jointly Held Guarantee, Sellers shall use commercially reasonable efforts to cause a new guarantee, letter of credit, bond, cash deposit, or other financial assurance, as the case may be, to be issued, at no cost or expense to Buyer or any Acquired Company, such that the applicable Acquired Company will hold a stand-alone guarantee, letter of credit, bond, cash deposit, or other financial assurance for the obligations that are secured by such Jointly Held Guarantee on terms no less favorable than those contained in such Jointly Held Guarantee as of the date hereof or as provided for in the tariff of such Acquired Company (“Replacement Guarantee”). If a Replacement Guarantee has not been issued for any Jointly Held Guarantee prior to Closing, (i) Sellers shall, if requested by Buyer or the applicable Acquired Company, enforce such Jointly Held Guarantee on behalf of and for the benefit of such Acquired Company (proportionately and with equal priority with the rights, if any, of Sellers and its Affiliates under such Jointly Held Guarantee) until such Jointly Held Guarantee has been replaced by the Acquired Companies (provided, that the applicable Acquired Company may assert, on its own behalf, its rights under such Jointly Held Guarantee and Sellers, at their sole cost and expense, shall cooperate with such Acquired Company in pursuing such claims) and (ii) Sellers shall, at their sole cost and expense, continue to use commercially reasonable efforts to obtain such Replacement Guarantee, and Buyer shall cause the Acquired Companies to cooperate with Sellers in such endeavor.
Replacement Guarantees. 4.1 The Transferor and the Transferee will make all reasonable endeavours to procure the release of the relevant guarantor from the Existing Guarantees on or before Completion. Insofar as any of the Existing Guarantees cannot be released on or before Completion, the Transferee shall use all reasonable endeavours to procure the release of the relevant guarantor from the Existing Guarantees as soon as practicable after Completion. The Transferee shall be responsible for all costs relating to release of the Existing Guarantees.
4.2 The Transferee undertakes to the Transferor and each Indemnified Party that following Completion it shall procure that the Company shall:
4.2.1. perform fully and in a timely fashion all of its obligations under the Shipbuilding Contract; and
4.2.2. not agree to or permit to be made any material amendments or changes to the specification or design or any other material characteristic of the Vessel.
4.3 The Transferee shall absolutely unconditionally and irrevocably with effect from Completion, indemnify and keep indemnified and hold harmless and pay to each of the guarantors under the Existing Guarantees (the “Indemnified Parties”) fully at all times on first written demand from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by such Indemnified Party arising by reason of or in any way whatsoever under or in connection with the issue of, or the performance of such Indemnified Party’s obligations or the exercise of its rights under, the Existing Guarantees.
Replacement Guarantees. From and after the Closing, Buyer shall promptly, in coordination with Seller, offer to substitute itself for Seller or any of its affiliates under any guarantee or equivalent obligation issued by Seller or any of its affiliates to the extent relating solely to the business carried on by the Company or any of the Subsidiaries (each a "Guarantee"). If the beneficiary of any such Guarantee does not accept Buyer in substitution, Buyer shall cause Gall▇▇▇▇ ▇▇▇up Plc to offer to substitute itself for Seller or its affiliate, as applicable, under such Guarantee. A list of Guarantees (to the knowledge of Seller) is set forth in Schedule 4.15 attached hereto. Buyer's obligations under this Section 4.15 are irrespective of whether or not all Guarantees are listed in Schedule 4.15. In any event, if the Closing occurs, Buyer shall indemnify and hold harmless Seller in accordance with the indemnity obligations set forth in Section 9.03 with respect to such Guarantees.
Replacement Guarantees. Insofar as any of the Target Group Guarantees cannot be released on or before Completion, the Sellers shall use all reasonable endeavours to procure the release of each Target Group Company from the Target Group Guarantees on or as soon as practicable after Completion and, with effect from Completion, covenants to pay to the Buyer (or as the Buyer may direct) on demand and on an after-Tax basis an amount equal to any and all Losses and Expenses which the Buyer and/or any Target Group Company may suffer or incur in respect of the obligations and liabilities arising under any of the Target Group Guarantees whether arising from acts or omissions of any person occurring before or after Completion. The Sellers shall be responsible for all costs relating to release of the Target Group Guarantees.
Replacement Guarantees. Parent shall execute and deliver guarantees, in a form satisfactory to Wilmington Trust Company, and shall take such other actions and do such other things as are necessary or desirable to cause Merger Sub (or, if required by Wilmington Trust Company, Parent) to expressly assume, as of the Effective Time, (a) the due and punctual payment of any and all obligations of Company under the Parent Guarantee Agreement, dated as of December 1, 2006, between Company and Wilmington Trust Company and the Parent Guarantee Agreement, dated as of December 14, 2006, between Company and Wilmington Trust Company, and (b) the performance and observance of all the covenants and conditions thereunder required to be kept and performed by Company.
Replacement Guarantees. At or prior to or after the Effective Time, and in any event prior to the Disposition Date, to the extent required to obtain a release from a guaranty:
(i) of any member of the Cummins Group, Filtration (or such other member of the Filtration Group as agreed between the applicable member of the Filtration Group and the other relevant parties to such guaranty) 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 (A) with which Filtration would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and
(ii) of any member of the Filtration Group, Cummins (or such other member of the Cummins Group as agreed between the applicable member of the Filtration Group and the other relevant parties to such guaranty) 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 (A) with which Cummins would be reasonably unable to comply or (B) which would be reasonably expected to be breached.
Replacement Guarantees. If prior to the Closing Seller has collected a placement fee under an Assumed Contract with a Replacement Guarantee (such amount, the “Placement Fee”), and after the Closing the other party under such Assumed Contract (the “Applicable Customer”) invokes the Replacement Guarantee so that Buyer is required to replace one or more direct hire placements under the Assumed Contract, then (i) if Buyer is required to refund the Placement Fee to the Applicable Customer, Seller shall promptly reimburse Buyer for the amount of such Placement Fee, or (ii) if Buyer is able to replace the direct hire placement under the Assumed Contract, Seller shall promptly pay Buyer the commissions paid by Buyer with respect to the replacement of the direct hire placement. The Parties shall use their commercially reasonable efforts to work together in good faith to minimize any fees and expenses payable pursuant to this Section 4.12.