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.
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:
Replacement Guarantees. Buyer and Seller shall use their commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller and Buyer, on or before the Closing Date, valid and binding written releases of any securities, guarantees or indemnities given by or binding upon Seller or any of its Affiliates (other than the Group Companies) on behalf of the Group Companies exclusively relating to the Acquired Business, each of which is listed on Schedule 7.13 of the Company Disclosure Schedules (each, a “Seller Guarantee”), which release shall be effective as of the Closing, including, in the case of Buyer and its Affiliates, as applicable and at the election of Buyer (in its sole discretion), by providing substitute guarantees, furnishing letters of credit, instituting escrow agreements, posting surety or performance bonds or making other arrangements as the beneficiary may reasonably request. If any Seller Guarantee has not been released as of the Closing Date, then Buyer and Seller shall continue to use their commercially reasonable efforts after the Closing to cause as promptly as practicable the complete and unconditional release of Seller and its Affiliates and subsidiaries (other than the Group Companies) under any Seller Guarantee. Without limitation of Buyer’s obligations under this Agreement, for so long as Seller or any of its Affiliates or subsidiaries (other than the Group Companies) has performance obligations under such Seller Guarantee, Buyer shall (and shall cause the Post-Closing Company and Subsidiaries to) (a) perform such obligations on behalf of Seller or such Affiliate or subsidiary of Seller or (b) otherwise take such action as reasonably requested by Seller so as to put Seller and its Affiliates and subsidiaries (other than the Group Companies) in the same position as if Buyer or the Post-Closing Company or the Subsidiaries had performed or were performing such obligations. From and after the Closing, Buyer shall indemnify Seller, its Affiliates, its subsidiaries and their respective representatives against all Liabilities arising from and after the Closing pursuant to any Seller Guarantee in respect of the Acquired Business.
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. (a) Section 6.23 of the Company Disclosure Letter sets forth certain outstanding guarantees (“Company Guarantees”) extended by certain Related Parties of the Company (“Company Guaranteeing Parties”) on behalf of Company. The Company shall use commercially reasonable efforts to secure the full release, effective as of the Closing Date, of the Company Guaranteeing Parties by the beneficiaries or other counterparties to the Company Guarantees; provided that, without the written consent of Parent (not to be unreasonably withheld, delayed or conditioned), the Company shall not agree to make any payment to any such beneficiary or other counterparty or amend in any manner adverse to the Company any obligation supported by any Company Guarantee in order to secure such release. Parent shall provide any information reasonably requested by the beneficiaries or counterparties of any Company Guarantees in connection with the matters contemplated by this Section 6.23, including information with respect to the creditworthiness of Parent and the Surviving Company.
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 Gallxxxx Xxxup 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. 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.
Replacement Guarantees. (a) The Parties acknowledge that, in the course of conduct of the Energy Supply Business, Parent and its Affiliates may have entered into various arrangements in which guarantees, bonds, credit support or similar arrangements were issued by Parent or its Affiliates to support or facilitate the Energy Supply Business. Any such arrangements entered into by Parent and its Affiliates (other than the Energy Supply Group) are, to the extent related to the Energy Supply Business, hereinafter referred to as the “Parent Guarantees.” The Parties acknowledge and agree that the Parties shall use their respective commercially reasonable efforts to novate, assign or replace each Parent Guarantee with a replacement guarantee or similar support on similar terms and conditions from Energy Supply or an Energy Supply Sub following the Closing and to obtain the release of Parent and its Affiliates (other than Energy Supply or an Energy Supply Sub) from any Liability (other than any Liabilities in respect of Excluded Liabilities) with respect to such Parent Guarantees, in each case, effective on or prior to the Closing. If, as of the Closing, any one or more of the Parent Guarantees has neither expired in accordance with its terms nor been novated, assigned or replaced in accordance with this Section 8.10 (any such obligation in respect of a Parent Guarantee (other than any Liabilities in respect of Excluded Liabilities), until it expires, is terminated or novated, assigned or replaced in accordance with this Section 8.10, an “Outstanding Parent Guarantee”), the Parties shall, following the Closing, continue to use their respective commercially reasonable efforts to novate, assign or replace each such Outstanding Parent Guarantee in accordance with the immediately preceding sentence with a replacement guarantee or similar support on similar terms and conditions from Energy Supply or an Energy Supply Sub following the Closing. The costs of providing replacement guarantees or similar support in accordance with this Section 8.10 shall constitute Shared Expenses.
