Seller Guarantees. Purchaser acknowledges that in the course of conduct of the Transferred Subsidiary’s and KI’s business, UCB and its affiliates have entered into various arrangements (a) in which guarantees, letters of credit, bonds or similar arrangements were issued by UCB or its affiliates or (b) in which UCB or its affiliates are the primary obligors on other Contracts, in any such case to support or facilitate the Transferred Subsidiary’s and KI’s business. The arrangements entered into by UCB and its affiliates (other than the Transferred Subsidiary and KI) referred to in the foregoing clauses (a) and (b) are those set forth on Section 5.11 of the Seller Disclosure Schedule and are hereinafter referred to as the “Seller Guarantees”. Purchaser agrees that it shall use its reasonable best efforts to obtain replacement Seller Guarantees, which will be in effect at the Closing or, in the case of Seller Guarantees described in the foregoing clause (b), will either terminate the business transactions or programs of the Transferred Subsidiary or KI supported or facilitated by such Seller Guarantees or arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing through an assumption, accession, acknowledgement or similar agreement with the beneficiary of the applicable Seller Guarantee. In the event that for any time Purchaser is unable to satisfy the terms of the immediately preceding sentence as of the Closing, subject to and in accordance with Article IX, Purchaser shall indemnify the Seller Indemnitees from and against any and all Losses incurred by any of them relating to the Seller Guarantees, and shall not amend, modify or renew any Contract subject to a Seller Guarantee without the consent of UCB in its sole discretion.
Seller Guarantees. Seller shall provide guarantees of Dominion Energy, Inc. ("Dominion") and Peoples Energy Corp ("Pecorp") (the "Seller Guarantees") in the form of Appendix H, each with a cumulative maximum liability amount for the Term equal to ten million dollars ($10,000,000). Such guarantees shall be in force beginning June 1, 2001 and shall remain in force until the termination of this Agreement. If and when a Seller Guarantor has paid out an amount equal to the maximum amount of the Seller Guarantee, such Seller Guarantor shall be released from any further liability to Buyer pursuant to this Agreement, and from and after such date Buyer shall be released from any obligation hereunder to obtain Substitute Power. Such Seller Guarantor may, in its sole discretion, reissue additional guarantees beyond such maximum. If a Downgrade Event occurs with respect to a Seller Guarantor, Seller shall post or cause to be posted in lieu of Seller's Guarantee, a letter of credit in favor of and reasonably acceptable to Buyer in an amount equal to its remaining liability under such Seller Guarantees. Neither Dominion nor Pecorp may assign or transfer its guarantee obligations to a third party entity without the consent of Buyer, and any assignee or transferee must have credit standing of Investment Grade or better. Pursuant to such guarantees, each of Dominion and Pecorp shall be severally, but not jointly or jointly and severally, liable for the performance of Seller, and their liabilities shall be limited to the amount stated in the guarantees for the applicable time period. Upon Buyer's request, Seller shall cause Dominion to provide audited financial statements on an annual basis after April 30 of each year for the preceding calendar year.
Seller Guarantees. 18.1 In consideration for the Purchaser agreeing to accept the Shares, Liberty Global agreeing to sell and Vodafone agreeing to purchase the JV Co Shares and in consideration for the other parties assuming their respective obligations under this Agreement, each Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser the due and punctual payment by the relevant Seller of all amounts payable by it under or pursuant to this Agreement and the Tax Covenant and agrees to indemnify and hold harmless the Purchaser against all liabilities, losses, proceedings, claims, damages, costs and expenses that it may suffer or incur as a result of any failure or delay by the relevant Seller to pay any amount when due. The liability of each Guarantor under this Agreement, the Tax Covenant or any other document referred to in it shall not be released or diminished by any variation of the terms of this Agreement or the Tax Covenant (whether or not agreed by the Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.
Seller Guarantees. Seller guarantees to Purchaser the accuracy of the following statements. If not stated otherwise, the following statements refer in their individual guarantees to the day of signature of this Contract.
Seller Guarantees. Except as otherwise disclosed on Schedule 4.29, no Seller has guaranteed any obligations of any member of the Company Group under any guarantee, letter of credit, bid bond or performance bond.
Seller Guarantees. If any Seller Xxxxxxxee is not replaced and released as of the Closing as provided in Section 4.6, the Buyer shall fulfill all obligations of the applicable Seller and/or its Affiliates under such Seller Guarantees and shall reimburse the Sellers and their Affiliates for all premiums, payments and other carrying costs of such Seller Guarantee attributable to or for periods after the Closing Date, within three (3) Business Days after receipt of invoices therefor. In the event that after the Closing Date any Seller or an Affiliate is required to reimburse a letter of credit issuer for any drawing under a Seller Guarantee, or is required to make any payment under a Seller Guarantee (other than carrying costs as provided above), then the Buyer shall reimburse such Seller or Affiliate within three (3) Business Days after demand for the payment of such amount.
Seller Guarantees. The Buying Parties shall, effective as of the Closing, cause Seller and Seller’s Affiliates to be irrevocably released from, and the Buying Parties or one of their Affiliates to be irrevocably substituted in all respects for Seller or Seller’s Affiliates, as applicable, in respect of, all obligations of Seller or Seller’s Affiliates under any guarantees, indemnities, surety bonds, reimbursement agreements, letters of credit or letters of comfort obtained by Seller or Seller’s Affiliates for the benefit of the Business which are listed on Section 6.9 of the Disclosure Schedule attached hereto (collectively, the “Seller Guarantees”). If Buyer is unable to effect such a substitution as of the Closing Date with respect to any Seller Guarantee, the Buyer and the Acquired Entities shall indemnify and hold harmless Seller or Seller’s Affiliate, as the case may be, from any Loss resulting from, arising out of or related to such Seller Guarantee in accordance with Article X, below.
Seller Guarantees. Buyer shall have either (i) caused Seller to be relieved of all obligations as guarantor on any outstanding letters of credit issued on behalf of Compression, or (ii) provided Seller with stand-by letters of credit in the aggregate amount of such outstanding Compression letters of credit.
Seller Guarantees. Except as set forth on Schedule 4.23, there are no Seller Guarantees that will require Purchaser to take any action pursuant to Section 6.16.
Seller Guarantees. Purchaser shall either (i) arrange for substitute letters of credit, performance bonds and performance guarantees to replace, as of the Closing Date, all letters of credit, performance bonds, performance guarantees or similar arrangements of Seller or its Affiliates (other than any of the Transfer Group Companies) relating to obligations of any of the Transfer Group Companies (the "Seller Guarantees") or (ii) upon the Closing, assume all obligations under each Seller Guarantee and use its reasonable best efforts to obtain from the creditor or other counterparty a full release of Seller or its applicable Affiliate with respect thereto. Purchaser hereby agrees, to the extent any such creditor or other counterparty refuses to give such release on or prior to the Closing Date, to indemnify and hold harmless Seller or such Affiliate with respect to the applicable Seller Guarantee.
