Company Guarantees; Performance Assurance Instruments. (a) The Buyers shall, and shall cause their Affiliates (including, after the Closing, the Acquired Companies) to, use their reasonable best efforts to provide or procure replacement or substitute guarantee or indemnity obligations, surety bonds, letters of credit or other similar facilities or instruments in connection with (i) the surety bonds, letters of credit or other similar facilities or instruments under which such letters of credit were issued as set forth in Section 7.17 of the Sellers Disclosure Letter and any similar instruments supporting the obligations of the Acquired Companies issued after the date hereof with Parent’s prior written consent, so long as such consent is not unreasonably withheld, conditioned or delayed (the “Performance Assurance Instruments”) and (ii) the undertakings of the members of the Seller Group and their respective Affiliates under the guarantee agreements set forth in Section 7.17 of the Sellers Disclosure Letter and any similar instruments supporting the obligations of the Acquired Companies issued after the date hereof with Parent’s prior written consent, so long as such consent is not unreasonably withheld, conditioned or delayed (the “Company Guarantees”), in each case, to the extent reasonably practicable, to be effective at and after the Closing. Without limiting the foregoing, the Buyers shall, and shall cause their Affiliates (including, after the Closing, the Acquired Companies) to, use their reasonable best efforts to obtain, at and after Closing, the irrevocable and unconditional release of each member of the Seller Group and its Affiliates (as applicable) from such Person’s payment, guarantee and indemnity obligations under the Performance Assurance Instruments and Company Guarantees.
Company Guarantees; Performance Assurance Instruments. (a) The Buyers shall, and shall cause their Affiliates to, use their reasonable best efforts to provide or procure replacement or substitute guarantee or indemnity obligations, surety bonds, letters of credit or other similar facilities or instruments in connection with (i) the surety bonds, letters of credit or other similar facilities or instruments under which such letters of credit were issued as set forth in Section 7.12 of the Sellers Disclosure Letter and any similar instruments supporting the obligations of the Mexx Canada Business issued after the date hereof with Parent’s prior written consent, so long as such consent is not unreasonably withheld, conditioned or delayed (the “Performance Assurance Instruments”) and (ii) the undertakings of the Sellers and their Affiliates under the guarantee agreements set forth in Section 7.12 of the Sellers Disclosure Letter and any similar instruments supporting the obligations of the Mexx Canada Business issued after the date hereof with Parent’s prior written consent, so long as such consent is not unreasonably withheld, conditioned or delayed (the “Company Guarantees”), in each case, to the extent reasonably practicable, to be effective at and after Closing. Without limiting the foregoing, the Buyers shall, and shall cause their Affiliates to, use their reasonable best efforts to obtain, at and after the Closing, the irrevocable and unconditional release of the Sellers and their Affiliates (as applicable) from such Person’s payment, guarantee and indemnity obligations under the Performance Assurance Instruments and Company Guarantees.
