Common use of Business Guarantees Clause in Contracts

Business Guarantees. (a) Buyer shall, and shall cause its Affiliates to, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Sellers, on or before the Relevant Closing, valid and binding written releases of the Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released at the Relevant Closing Date, then Buyer shall, for up to 180 days following the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating to any Business Guarantees incurred by such Retained Entities after the Relevant Closing.

Business Guarantees. (a) Buyer shall, recognizes that Parent and shall cause certain of its Affiliates tohave provided credit support to the Business, with respect the Purchased Assets or the Transferred Subsidiaries pursuant to those Business Guarantees that have been identified to Buyer guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Sapphire at least five (5) Business Days Parent or its Affiliates in advance support of the Relevant Closing any Asset or Assumed Liability (the “Identified Business Guarantees”), ) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer shall use its commercially reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary efforts to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to SellersParent, on or before the Relevant ClosingClosing Date, valid and binding written releases of Parent and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Retained Entities Closing Date, under any Identified the Business Guarantees in effect as set forth on Section 5.21 of the Relevant ClosingSeller Disclosure Schedule, which release shall be effective at such Relevant as of the Closing, which may include including, as applicable, by providing substitute guarantees and guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as such counterparty the beneficiary may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) has not been released at as of the Relevant Closing Date, then Buyer shall, for up shall continue to 180 days following the Relevant Closing Date, use its commercially reasonable best efforts after such the Closing to cause each such unreleased Identified Business Guarantee to be released as promptly by means of a valid as possible the complete and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain unconditional release of or otherwise limit Parent and its Liability Affiliates under any and all outstanding such Business GuaranteesGuarantee. Buyer shall shall, and hereby agrees to, indemnify and hold harmless the Retained Entities Parent and its Subsidiaries from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating amounts required to be paid under any Business Guarantees incurred Guarantees. Notwithstanding the foregoing, for purposes of this Section 5.21, references to “Closing” or “Closing Date” in respect of Specified OUS Assets or Specified OUS Liabilities shall instead refer to the consummation of the transactions contemplated by such Retained Entities after the Relevant ClosingIndia Purchase Agreement.

Business Guarantees. (a) Parent, the Seller and Buyer shall, shall cooperate and shall cause its Affiliates to, with respect use their respective commercially reasonable efforts to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to SellersParent, on or before the Relevant Closing, valid and binding written releases of Parent and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Retained Entities Closing Date, under any Identified Business Guarantees listed on Schedule 5.07 (which Parent shall be permitted to update from time to time prior to Closing to reflect existing (but only to the extent any such additional existing Business Guarantees do not exceed $5,000,000 in the aggregate), new or replacement Business Guarantees entered into in the ordinary course of business) (each a “Scheduled Guarantee”) in effect as of the Relevant Closing, which release shall be effective at such Relevant as of the Closing, which may include including, as applicable, by providing substitute guarantees and guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as such the counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Scheduled Guarantee identified by Sapphire to Buyer has not been released at as of the Relevant Closing Date, then Parent, the Sellers and Buyer shall, for up to 180 days following the Relevant Closing Date, shall use their respective commercially reasonable best efforts after such the Closing to cause each such unreleased Identified Business Scheduled Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellerspromptly. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Relevant Closing Date, any Retained Entity Parent and its Subsidiaries may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its their Liability under any and all outstanding Business Scheduled Guarantees. Buyer shall indemnify and hold harmless the Retained Entities Parent and its Subsidiaries from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating amounts required to be paid under any Business Guarantees incurred by such Retained Entities after the Relevant ClosingGuarantees.

Business Guarantees. (a) Buyer shall, recognizes that Parent and shall cause certain of its Affiliates tohave provided credit support to the Business, with respect the Purchased Assets or the Transferred Subsidiaries pursuant to those Business Guarantees that have been identified to Buyer guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Sapphire at least five (5) Business Days Parent or its Affiliates in advance support of the Relevant Closing any Asset or Assumed Liability (the “Identified Business Guarantees”), ) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer shall use its commercially reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary efforts to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to SellersParent, on or before the Relevant ClosingClosing Date, valid and binding written releases of Parent and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Retained Entities Closing Date, under any Identified the Business Guarantees in effect as set forth on Section 5.21 of the Relevant ClosingSeller Disclosure Schedule, which release shall be effective at such Relevant as of the Closing, which may include including, as applicable, by providing substitute guarantees and guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as such counterparty the beneficiary may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) has not been released at as of the Relevant Closing Date, then Buyer shall, for up shall continue to 180 days following the Relevant Closing Date, use its commercially reasonable best efforts after such the Closing to cause each such unreleased Identified Business Guarantee to be released as promptly by means of a valid as possible the complete and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain unconditional release of or otherwise limit Parent and its Liability Affiliates under any and all outstanding such Business GuaranteesGuarantee. Buyer shall shall, and hereby agrees to, indemnify and hold harmless the Retained Entities Parent and its Subsidiaries from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating amounts required to be paid under any Business Guarantees incurred by such Retained Entities after Guarantees. Notwithstanding the Relevant foregoing, for purposes of this Section 5.21, references to “Closing” or “Closing Date” in respect of (a) Specified OUS Assets or Specified OUS Liabilities to be transferred at the “Closing” (as defined in the India Purchase Agreement) shall instead refer to the “Closing” or “Closing Date” (each as defined in the India Purchase Agreement), (b) Specified OUS Assets or Specified OUS Liabilities to be transferred at an applicable “Later Closing” (as defined in the India Purchase Agreement) shall instead refer to the applicable “Later Closing” or “Later Closing Date” (each as defined in the India Purchase Agreement), (c) Later Purchased Assets or Later Assumed Liabilities shall instead refer to the applicable Later Closing or Later Closing Date, respectively and (d) Initial Purchased Assets or Initial Assumed Liabilities to be transferred or assumed at the Delayed Closing shall refer to the Delayed Closing or Delayed Closing Date, respectively.

Business Guarantees. (a) Buyer shall, and shall cause use its Affiliates to, with respect commercially reasonable efforts to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to SellersParent, on or before the Relevant Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Retained Entities Closing Date, under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective at such Relevant as of the Closing, which may include including by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such the counterparty may reasonably request. Buyer shall use reasonable best efforts Subject to provide Sellers an opportunity to participate in any meeting with any beneficiary of Section 5.07(b), if any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released at as of the Relevant Closing Date, then Buyer shall, for up to 180 one hundred eighty (180) days following the Relevant Closing Dateclosing, use its commercially reasonable best efforts after such the Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellerspromptly. Notwithstanding anything to the contrary hereinherein but subject to Section 5.07(b), the Parties acknowledge and agree that at any time on or after the Relevant Closing Date, any Retained Entity Parent and its Subsidiaries may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless the Retained Entities Parent and its Subsidiaries from and after the Relevant Closing for any Liabilities based upon, arising out of, of or relating to any Business Guarantees incurred by which relate to periods following the Closing, and such Retained Entities after the Relevant Closingindemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04.

Business Guarantees. (a) From and after the date hereof, (a) Buyer shall, and Seller shall cause its Affiliates to, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), cooperate and use their respective commercially reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Sellers, on or before the Relevant Closing, valid and binding written releases of the Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released at the Relevant Closing Date, then Buyer shall, for up to 180 days following the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release or, if the Parties are unable to so terminate, cause Buyer or one of its Subsidiaries to be substituted in all respects for Seller or otherwise limit its Liability any Retained Subsidiary in respect of, all obligations under any and all outstanding such Business Guarantees. , (b) Buyer shall indemnify and hold harmless the Retained Entities from and after the Relevant Closing Seller Indemnitees for any Liabilities based upon, Damages arising out of, from or relating to such Business Guarantees, including any fees in connection with the issuance and maintenance of any letters of credit, and (c) Buyer shall not permit any of the Purchased Subsidiaries to (i) renew or extend the term of (other than the exercise of existing renewal options expressly set forth in the applicable Contract), (ii) increase its obligations under, (iii) transfer to a third party (other than in connection with a full sale of the Business to such third party pursuant to which such third party has expressly agreed in writing to be bound by the same obligations as Buyer under this Section 6.11, mutatis mutandis; provided, that no such transfer shall relieve Buyer of its obligation to indemnify the Seller Indemnitees under this Section 6.11), or (iv) amend in any manner that would reasonably be expected to increase the Liabilities or other obligations of Seller under or related to, any loan, Contract or other obligation underlying any such Business Guarantee; provided, however, that nothing contained herein will preclude Buyer from exercising existing options to renew or extend any Lease or any amendment so long as the beneficiary of the applicable Business Guarantee shall have executed an agreement expressly agreeing to limit the Liability of Seller under the applicable Business Guarantee to those Liabilities in existence as of immediately prior to such amendment. To the extent that Seller or the Retained Subsidiaries have performance obligations under any Business Guarantees incurred Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of Seller and the Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to put Seller and the Retained Subsidiaries in the same position as if Buyer, and not Seller or a Retained Subsidiary, had performed or were performing such Retained Entities after the Relevant Closingobligations.

Business Guarantees. (a) Buyer At or prior to the Closing, Buyers and Sellers shall cooperate to arrange for, at Buyers’ sole expense, substitute letters of credit, surety bonds, guarantees, advance payment guarantees, and other obligations to replace the outstanding letters of credit, surety bonds, guarantees, advance payment guarantees and other similar contractual obligations entered into by or on behalf of Seller Parent or any of its Affiliates (other than the Companies) to the extent in connection with the Transferred Assets or the Assumed Liabilities (the “Business Guarantees”) on terms and conditions substantially similar to those obligations being replaced, and Buyers shall, or shall cause their Affiliates to, assume all obligations under each Business Guarantee to the extent they relate to the Transferred Assets or the Assumed Liabilities, obtaining from the creditor or other counterparty, to the extent practicable, a full and irrevocable release of Seller Parent or any of its Affiliates (other than the Companies) that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Business Guarantees to the extent they relate to the Transferred Assets or the Assumed Liabilities; provided, that no Party shall be obligated to expend any funds or agree to any modification of any of such contractual obligations to obtain such release. Buyers further agree that to the extent Seller Parent or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any Action, in connection with such Business Guarantees on or after the Closing, Buyers shall hold Seller Parent and its Affiliates harmless against, and reimburse Seller Parent and its Affiliates for, any and all such Liabilities or amounts paid to the extent such Liabilities arise out of or relate to any Business Guarantee and are incurred by Seller Parent or any of its Affiliates after the Closing, and shall cause in any event promptly after written demand therefor from Seller Parent, reimburse Seller Parent and any of its Affiliates toto the extent that any Business Guarantee is called upon and Seller Parent or any of its Affiliates makes any such payment or incurs any such Liability in respect of any such Business Guarantee. For any Business Guarantees for which Buyers or any of their Affiliates, as applicable, is not substituted in all respects relating to the Transferred Assets or the Assumed Liabilities for Seller Parent and its Affiliates (or for which Seller Parent and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller Parent and its Affiliates to be fully released in respect thereof), Buyers shall and shall cause their Affiliates to continue to use their reasonable best efforts to effect such substitution or termination and release after the Closing or, at Buyers’ election (without any obligation of Buyers to do so), Buyers may cause to be provided cash collateral or other customary credit support to Seller Parent or its applicable Affiliates in an amount equal to 100% of the maximum potential amount that may be called upon under any Business Guarantees for which Seller Parent and its Affiliates are not fully released (in which case, the sole recourse of Seller Parent and its Affiliates for any reimbursement obligations described in the immediately preceding sentence with respect to such Business Guarantee shall be to draw on such cash collateral or other customary credit support, and Buyers shall have no further obligations hereunder with respect to such Business Guarantee). Without limiting the foregoing, neither Buyer nor any of their Affiliates shall extend or renew any Contract containing or underlying a Business Guarantee unless, prior to or concurrently with such extension or renewal, a Buyer or its Affiliates are substituted in all respects relating to the Transferred Assets or the Assumed Liabilities for Seller Parent and its Affiliates, and Seller Parent and its Affiliates are fully released, in respect of all Liabilities relating to the Transferred Assets or the Assumed Liabilities under such Business Guarantees or Buyers have caused to be provided cash collateral or other customary credit support as described above with respect to such Business Guarantee. For the avoidance of doubt, upon any termination of any Business Guarantee subject to cash collateral or other customary credit support, or reduction in the maximum potential amount that may be called upon under such Business Guarantee, any cash collateral or other credit support shall be returned or reduced, as applicable, such that, with respect to those any Business Guarantees that have been identified to Buyer Guarantee, the cash collateral or other customary credit support provided by Sapphire at least five (5) Business Days Buyers is in advance no event greater than 100% of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Sellers, on or before the Relevant Closing, valid and binding written releases of the Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall maximum potential amount that may be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released at the Relevant Closing Date, then Buyer shall, for up to 180 days following the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating to any Business Guarantees incurred by such Retained Entities after the Relevant Closingcalled upon thereunder.

Business Guarantees. (a) Buyer shall, and shall cause its Affiliates to, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”” ), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Sellers, on or before the Relevant Closing, valid and binding written releases of the Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire or Emerald to Buyer has not been released at the Relevant Closing Date, then Buyer shall, for up to 180 days following the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating to any Business Guarantees incurred by such Retained Entities after the Relevant Closing.

Business Guarantees. (a) Seller and Buyer shall, will cooperate and shall cause its Affiliates to, with respect use their respective commercially reasonable efforts to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to SellersSeller, on or before the Relevant Closing, valid and binding written releases of Seller and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Retained Entities Closing Date, under any Identified Business Guarantees in respect of obligations of the DVU Transferred Entities listed on Schedule 5.07 (which Seller will be permitted to update from time to time prior to Closing) (each a “Scheduled Guarantee”) in effect as of the Relevant Closing, which release shall will be effective at such Relevant as of the Closing, which may include including, as applicable, by providing substitute guarantees and guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as such the counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Scheduled Guarantee identified by Sapphire to Buyer has not been released at as of the Relevant Closing Date, then Seller and Buyer shall, for up to 180 days following the Relevant Closing Date, will use their respective commercially reasonable best efforts after such the Closing to cause each such unreleased Identified Business Scheduled Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellerspromptly. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Relevant Closing Date, any Retained Entity Seller and its Subsidiaries may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its their Liability under any and all outstanding Business Guarantees. Buyer shall will indemnify and hold harmless the Retained Entities Seller and its Subsidiaries from and after the Relevant Closing for any Liabilities based upon, arising out of, amounts required to be paid under any Scheduled Guarantee (solely to the extent such amounts relate solely to actions or relating omissions of Buyer or the DVU Transferred Entities following the Closing Date) for which Seller and its Subsidiaries have not been released of any Liability pursuant to any Business Guarantees incurred by such Retained Entities after the Relevant Closingthis Section 5.07.

Business Guarantees. (a) From and after the date hereof, (a) Buyer shalland Seller shall cooperate and use their respective commercially reasonable efforts to terminate, and shall or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates toSubsidiaries to be substituted in all respects for Seller or any Retained Subsidiary in respect of, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified all obligations under such Business Guarantees”), use reasonable best efforts(b) Buyer shall indemnify and hold harmless Seller Indemnitees for any Damages arising from or relating to such Business Guarantees, including any fees in connection with the issuance and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Sellers, on or before the Relevant Closing, valid and binding written releases maintenance of the Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. and (c) Buyer shall use reasonable best efforts not permit any of the Purchased Subsidiaries to provide Sellers an opportunity (i) renew or extend the term of (other than the exercise of existing renewal options expressly set forth in the applicable Contract), (ii) increase its obligations under, (iii) transfer to participate a third party (other than in connection with a full sale of the Business to such third party pursuant to which such third party has expressly agreed in writing to be bound by the same obligations as Buyer under this Section 6.11, mutatis mutandis; provided, that no such transfer shall relieve Buyer of its obligation to indemnify the Seller Indemnitees under this Section 6.11), or (iv) amend in any meeting with manner that would reasonably be expected to increase the Liabilities or other obligations of Seller under or related to, any beneficiary of loan, Contract or other obligation underlying any Business Guarantee regarding the release of such Business Guarantee. If ; provided, however, that nothing contained herein will preclude Buyer from exercising existing options to renew or extend any Lease or any amendment so long as the beneficiary of the applicable Business Guarantee identified by Sapphire shall have executed an agreement expressly agreeing to Buyer has not been released at limit the Relevant Closing Date, then Buyer shall, for up to 180 days following Liability of Seller under the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified applicable Business Guarantee to be released promptly those Liabilities in existence as of immediately prior to such amendment. To the extent that Seller or the Retained Subsidiaries have performance obligations under any Business Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of Seller and the Retained Subsidiaries or (y) otherwise take such action as reasonably requested by means of Seller so as to put Seller and the Retained Subsidiaries in the same position as if Buyer, and not Seller or a valid and binding written release in form and substance reasonably satisfactory to SellersRetained Subsidiary, had performed or were performing such obligations. (b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Relevant Initial Closing Date, any (i) Seller and the Retained Entity Subsidiaries may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees that would not result in a breach of or default under the loan, Contract or other obligation underlying such Business Guarantee, provided that Seller shall not, without notice to the Buyer, contact any third party under any loan, Contract or other obligation underlying the applicable Business Guarantee in respect of such Business Guarantee, and, further, Buyer shall have right to participate in any discussions between Seller and the Retained Subsidiary, on the one hand, and any third party under such loan, Contract or other obligation underlying the applicable Business Guarantee related to such Business Guarantee; and (ii) neither Seller nor any of the Retained Subsidiaries will have any obligation to renew any letters of credit, bonds or similar securities issued on behalf of any Purchased Subsidiary or the Business after the expiration thereof. (c) Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of this Section 6.11(c), in the event the landlord under the Baton Rouge Lease (the “Baton Rouge Landlord”) so requests, Seller shall execute such additional documentation as is reasonably requested to evidence the extended Business Guarantee covering all of tenant’s obligations under the Baton Rouge Lease from July 1, 2022 through June 30, 2027, as referenced and solely to the extent expressly provided in Section 6 of the Second Baton Rouge Amendment 34 (the “Extended Guarantee”); provided that (i) Buyer has not initiated or originated any discussion with the Baton Rouge Landlord in respect of such Extended Guarantee, and (ii) Buyer is unable, following the use of commercially reasonable efforts, to cause Buyer or one of its Subsidiaries to be substituted in all respects for Seller in respect of, all obligations under such Extended Guarantees. Notwithstanding the foregoing, if Buyer takes any affirmative actions to cease business operations at the premises subject to the Baton Rouge Lease, Seller shall indemnify and hold harmless have no further obligations under this Section 6.11(c) to the Retained Entities from and after extent the Relevant Closing for any Liabilities based upon, arising out of, or relating to any Business Guarantees incurred Extended Guarantee has not been previously requested by such Retained Entities after the Relevant ClosingBaton Rouge Landlord in accordance with this Section 6.11(c). Section 6.12.

Business Guarantees. (a) Sellers and Buyer shall, will cooperate and shall cause its Affiliates to, with respect use their respective commercially reasonable efforts to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiaryfinancial instiutions, in form and substance reasonably satisfactory to SellersSellers and Buyer, on or before the Relevant Closing, valid and binding written releases of Seller Parent, Sellers and their Subsidiaries, as applicable, from any liability, whether arising before, on or after the Retained Entities Closing Date, under any Identified Business Guarantees listed on Schedule 4.11(a) and any other Business Guarantees entered into after the date hereof to which Buyer has consented as provided in the next sentence, in each case in effect as of the Relevant Closing, which release shall will be effective at such Relevant as of the Closing, which may include including, as applicable, by providing substitute guarantees and guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as such the counterparty may reasonably request. Buyer shall use reasonable best efforts To the extent Sellers intend to provide Sellers an opportunity to participate in any meeting with any beneficiary of enter into any Business Guarantee regarding or Parent Guarantee after the release date of this Agreement in connection with a Contract subject to Buyer’s approval under Section 4.2(b)(iv), Sellers will provide Buyer with written notice thereof, including the proposed form, amount, counterparty and purpose of such Business Guarantee or Parent Guarantee, as applicable, and Sellers will not enter into any such Business Guarantee or Parent Guarantee unless Buyer consents to such Business Guarantee or Parent Guarantee, such consent not to be unreasonably withheld, conditioned or delayed. If With respect to any Parent Guarantees, and if any Business Guarantee identified by Sapphire to Buyer has not been released at as of the Relevant Closing DateDate (a “Scheduled Guarantee”), then Sellers and Buyer shall, for up to 180 days following the Relevant Closing Date, will use their respective reasonable best efforts after such the Closing to cause each such unreleased Identified Business Scheduled Guarantee to be released promptly by means promptly. No later than at Closing, Parent will grant to Seller Parent a guarantee to backstop the obligations of a valid and binding written release in form and substance reasonably satisfactory Seller Parent under the Parent Guarantees as of Closing (the “Back-to-Back Guarantee”). The Back-to-Back Guarantee will be adjusted monthly to Sellers. Notwithstanding anything to reflect any reduction of obligations under the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Parent Guarantees. Buyer shall will indemnify and hold harmless the Retained Entities Sellers and their respective Subsidiaries from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating amounts required to be paid under any Business Guarantees incurred by such Retained Entities after the Relevant ClosingScheduled Guarantees.

Business Guarantees. (a) Buyer shall, and shall cause use its Affiliates to, with respect commercially reasonable efforts to those replace each Business Guarantees that have been identified to Buyer by Sapphire at least five (5Guarantee set forth on Section 5.09(a) Business Days in advance of the Relevant Closing Seller Disclosure Schedule (the a “Identified Section 5.09 Business GuaranteesGuarantee”), use reasonable best efforts, ) and Sellers shall provide all reasonable assistance as is necessary to Buyer and its Affiliates to, obtain from the respective beneficiarybeneficiary thereof, in form and substance reasonably satisfactory to SellersSeller, on or before the Relevant Closing, valid and binding written full and unconditional releases of Seller and its Subsidiaries (other than the Retained Transferred Entities and the JV Entities), as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Identified such Section 5.09 Business Guarantees in effect Guarantee effective as of the Relevant Closing. In furtherance of the foregoing, which release Buyer shall be effective at such Relevant Closing, which may include providing (i) provide substitute guarantees with terms and furnishing conditions that are at least as favorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantees, and (ii) furnish such letters of credit, instituting institute such escrow arrangements, posting post such surety or performance bonds or making make such other arrangements as such the counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate request (and in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released each case on terms and conditions that are at the Relevant Closing Date, then Buyer shall, for up to 180 days following the Relevant Closing Date, use reasonable best efforts after such Closing to cause each such unreleased Identified Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything least as favorable to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and counterparty as the terms of the applicable Section 5.09 Business Guarantee). In respect of any Section 5.09 Business Guarantee that is a letter of credit, Buyer shall use its commercially reasonable efforts to terminate(A) cause the applicable beneficiary to accept a replacement letter of credit issued by an existing or new financial institution for the account of Buyer, obtain release (B) cause such existing letter of credit to be “rolled” into a new financing agreement of Buyer (or otherwise limit one of its Liability under Subsidiaries) and the existing letter of credit issuer and releasing Seller and its Subsidiaries with respect to any obligation thereto, and/or (C) provide cash or other collateral or a letter of credit or other credit back-stop in the full amount of such letter of credit for the benefit of Seller or its applicable Subsidiary and all outstanding Business Guaranteesthe bank or financial institution issuing such letter of credit. Buyer acknowledges and agrees that it shall indemnify be solely responsible for ensuring that any credit support provided pursuant to this Section 5.09 satisfies all of the credit support provisions of the applicable Contract, Law or Permit to which it relates. Seller will, and hold harmless the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of, or relating will cause its Subsidiaries to (at no cost to any Business Guarantees incurred of them), reasonably cooperate with Buyer (subject to Section 5.09(e)) in connection with the performance of Buyer’s obligations under this Section 5.09(a). For the avoidance of doubt, it is specifically acknowledged and agreed by such Retained Entities after the Relevant Closing.Parties that neither Seller nor any of its Subsidiaries shall be obligated to incur, pay, reimburse any cost or expense or take on any Liability in order to replace the Section 5.09