Common use of Replacement of Guarantees Clause in Contracts

Replacement of Guarantees. 8.1 The Seller shall procure that each of the EDS Entities is released from all Guarantees given by or on behalf of any of the EDS Entities to the extent that they relate to any Retained Liability (but not to the extent they relate to an EDS Liability). Pending such release the Seller (i) hereby indemnifies and agrees to keep indemnified the Purchaser and each member of the Purchaser’s Group against all Retained Liabilities under those Guarantees, including any fees charged by financial institutions relating to outstanding bank guarantees or letters of credit, and (ii) with effect from the Effective Time shall owe to the Purchaser a guarantee facility fee in the amount equal to 0.5% (half percent) per annum calculated over the aggregate amount guaranteed by the Purchaser from time to time and on the basis of a 360 day year, plus any applicable VAT thereon, such fee being due and payable monthly in arrears and within ten (10) Business Days of receipt of an invoice with respect to the relevant period.