Guarantees, Joint Obligations Sample Clauses

Guarantees, Joint Obligations. To the extent that (a) Seller or any of its subsidiaries is a guarantor of any obligations of the Company to any third party, including, without limitation, obligations of the Company under any equipment lease or contract, or (b) Seller or any of it subsidiaries is jointly liable with the Company on any contract, Purchaser agrees that (i) prior to the Closing Date it shall use its commercially reasonable efforts (without any expenditure of monies) to have Seller and its subsidiaries, as applicable, released from all such guarantees and (ii) Purchaser shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the business of the Company from and after the Closing Date. In the event that Purchaser is unable to obtain the release of any guarantees prior to the Closing Date, Purchaser shall indemnify and hold harmless Seller and its subsidiaries from and against any and all loss, liability or damage arising out of or relating to its obligations under such guarantees. Notwithstanding the foregoing, in the event that any of the leases guaranteed by Seller or any of its subsidiaries contain an option to renew, Purchaser shall not renew such lease without having Seller and its subsidiaries, as applicable, released from such guarantee.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Guarantees, Joint Obligations. To the extent that PRM or any of its affiliates has any liability or obligation under or with respect to any Assumed Contract, whether joint or several or in connection with a guarantee, but subject to the provisions and limitations of Section 6.02, Purchaser agrees that Purchaser (i) shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the Business from and after the Closing Date and (ii) shall indemnify and hold harmless each of PRM, PWPL, PDV and their respective affiliates from and against any and all losses, liabilities or damages arising out of or relating to Purchaser's obligations under such contracts or guarantees, as the case may be, arising from and after the Closing Date, or arising prior to the Closing Date to the extent such losses, liabilities or damages from obligations are considered Assumed Liabilities. Notwithstanding the foregoing, in the event that any lease guaranteed by PRM, PWPL, PDV or any of their respective affiliates contains an option to renew, Purchaser shall not renew such lease without having PRM, PWPL, PDV or such affiliate or affiliates, as applicable, released from such guarantee.
Sample 1Sample 2
Guarantees, Joint Obligations. To the extent that (a) any Stockholder is a guarantor of any obligations of the Company to any third party, including, without limitation, obligations under any equipment lease or contract, or (b) any Stockholder is jointly liable with the Company on any contract, the Company agrees that it shall promptly use commercially reasonable efforts (without any expenditure of monies) to have the Stockholders released from all such guarantees.
Sample 1
Guarantees, Joint Obligations. To the extent that PRM or any of its affiliates has any liability or obligation under or with respect to any Assumed Contract, whether joint or several or in connection with a guarantee, Purchaser agrees that Purchaser (i) shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the Business from and after the Closing Date and (ii) shall indemnify and hold harmless each of PRM, PWPL and their respective affiliates from and against any and all losses, liabilities or damages arising out of or relating to its obligations under such contracts or guarantees, as the case may be. Notwithstanding the foregoing, in the event that any lease guaranteed by PRM, PWPL or any of their respective affiliates contains an option to renew, Purchaser shall not renew such lease without having PRM, PWPL or such affiliate or affiliates, as applicable, released from such guarantee.
Sample 1
Guarantees, Joint Obligations. (a) To the extent that the Seller or any of its subsidiaries is a guarantor of the obligations of any member of the Company Group to any third party identified in Section 5.3 of the Seller Disclosure Letter, (i) the Buyer agrees to cooperate with the Seller and to use its commercially reasonable best efforts to have the Seller or any of its Subsidiaries released from all such guarantees and (ii) the Buyer shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the Moving Business from and after the Closing Date and shall indemnify the Seller for any claims brought in connection with any such breach.
Sample 1
Guarantees, Joint Obligations. To the extent that Seller or any of its subsidiaries other than the Companies is a guarantor of any obligations of any of the Companies to any third party under any lease listed on SCHEDULE 5.16, Purchaser agrees that (i) prior to the Closing Date it shall use its reasonable commercial efforts (without any expenditure of monies) to have Seller or any of such subsidiaries released from all such guarantees and (ii) Purchaser shall be solely responsible for the breach of any such contract to the extent that such breach arises from the conduct of the business of any of the Companies from and after the Closing Date. Notwithstanding the foregoing, in the event that any of the leases guaranteed by Seller or any of its subsidiaries other than the Companies contains an option to renew, Purchaser shall not renew such lease without having Seller and/or its respective subsidiaries released from such guarantee.
Sample 1

Related to Guarantees, Joint Obligations

  • Joint Obligations The following shall apply with equal force to Seller and Purchaser:

  • Joint Obligation If there be more than one Tenant, the obligations hereunder imposed shall be joint and several.

  • Client Obligations Client shall fulfill its obligations and responsibilities as set forth in this Agreement and the SOW so that Spirent can perform the Services efficiently and effectively. Client is responsible for the operation and security of its applications and the information technology environment in which the Services are to be performed. Client agrees that it shall have the sole responsibility for protecting and backing up its systems, networks, applications, content, and data used in connection with the Services. Client shall secure and provide to Spirent any rights and licenses necessary to allow Spirent to perform the Services. Client shall ensure the cooperation and performance of its employees and contractors as well as the accuracy and completeness of data and information provided to Spirent that are necessary to perform the Services. Client shall make and be responsible for all decisions and actions based or related to advice and recommendations provided by Spirent in connection with the performance of the Services hereunder. Client shall be liable for all Spirent owned equipment while in Client’s possession or control and, if lost or. damaged or not returned to Spirent upon expiration of the engagement, Client agrees to pay for such equipment upon receipt of an invoice referencing this Agreement. Equipment received by Spirent from Client more than five (5) calendar days after the end of engagement shall be subject to a fifteen (15%) per month late fee based on the list price of the equipment.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Covenant to Guarantee Obligations The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.

  • Guarantees, etc To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations;

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Recipient Obligations 2.1 The Recipient agrees to support the Project in accordance with this Agreement.

  • Contingent Obligations Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or remain liable with respect to any Contingent Obligation, except:

Time is Money Join Law Insider Premium to draft better contracts faster.