Third Party Assurance definition

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Third Party Assurance means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given (i) to a third party by any of the Group Companies in respect of any obligation of the Seller or Penta or any of their Affiliates (other than a Group Company); and/or (as the context may require) (ii) to a third party by the Seller or Penta or any of their Affiliates (other than a Group Company) in respect of any obligation of any of the Group Companies;

Third Party Assurance means any outstanding letter of credit, surety bond or similar instrument issued with respect to any Company Entity.

Examples of Third Party Assurance in a sentence

For the avoidance of doubt, the amount of any such replacement guarantee and/or bank guarantee and/or letter of credit shall be equal to but no greater than the amount of the relevant Third Party Assurance and the terms on which such replacement is provided shall be no more onerous than those under the original Third Party Assurance to which it relates.
In addition, the Sellers shall use their 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 member of the Sellers’ Group, each Target Company is released in full from such Third Party Assurance.
In addition, Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance given by any such member of Seller's Group in respect of any obligations of any Target Company or JVCo, each member of Seller's Group is released in full from such Third Party Assurance.
Pending release of any Third Party Assurance referred to in this clause 7.2, Sellers shall indemnify and hold harmless the Purchaser and the Target Companies from and against any and all claims, actions, proceedings, losses and Costs arising after Closing under or by reason of that Third Party Assurance.
Pending release of any such Third Party Assurance, each Seller shall indemnify the Target Companies against any and all Costs incurred by such Target Company arising after Closing under or by reason of that Third Party Assurance.
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 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 23.1, the Purchaser shall indemnify the Seller and each other member of the Seller Group and LSEG and each other member of the LSEG Group against any and all Costs arising after Closing under or by reason of such Third Party Assurance.
In addition, Sellers shall use their reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance not listed in Schedule 10 given by any such Target Company or JVCo in respect of any obligations of any member of Sellers' Groups, each Target Company or JVCo is released in full from such Third Party Assurance.
In addition, Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance given by any such Target Company or JVCo in respect of any obligations of any member of Seller's Group, each Target Company or JVCo is released in full from such Third Party Assurance.
The indemnity under this Article 17.8 shall be limited to an amount equal to that which the beneficiary of that Third Party Assurance would have been entitled to recover under and in accordance with the terms of such Third Party Assurance.

More Definitions of Third Party Assurance

Third Party Assurance means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given to a third party by (i) a Group Company in respect of any obligation of a member of the Seller’s Group or (ii) a member of the Seller’s Group in respect of any obligation of a Group Company; “Total Assets” means the total assets of the Company (other than: (i) the Company’s shareholding in the Direct Subsidiary and (ii) amounts due to the Company from other Group Companies) as extracted from the Audited Accounts; “Total Liabilities” means the total liabilities of the Company (other than: (i) pursuant to the Loan Note; (ii) amounts due from it to other Group Companies; and (iii) the Other Receivables) as extracted from the Audited Accounts; “Total Working Capital” means the Total Assets minus the Total Liabilities which amount may be positive or negative; “Transaction” means the acquisition by the Purchaser of the Shares, the payment of the Receivable on behalf of the Direct Subsidiary, the payment of any Other Receivables on behalf of the Company and the redemption of the Loan Note on behalf of the Company pursuant to and subject to the provisions of this Agreement; “Transaction Documents” means this Agreement, the Tax Deed, the Loan Note Redemption Deed, the Indemnification Agreement and any other documents to be entered into pursuant to this Agreement; “Transitional Services Agreement” means the transitional services agreement entered into on 25 November 2016 between ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Seller, the Company, the Direct Subsidiary and the Project Companies; and “VAT” has the meaning given in the Tax Deed.

Third Party Assurance means an indemnity, guarantee, surety, letter of comfort or other contingent liability or commitment made by a Seller in favor of a third party;

Third Party Assurance means guarantees, letters of credit, indemnities, counter-indemnities, sureties, letters of comfort or other financial support commitments or contingent liabilities of any nature;