Common use of Guarantees and commitments Clause in Contracts

Guarantees and commitments. (a) The Parties shall cooperate and use their respective reasonable best efforts to cause Buyer or one of its controlled Affiliates to be substituted for Seller and any of Seller’s Affiliates, and for Seller and any of Seller’s Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of Seller’s Affiliates under each of the guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations of such Persons related to any Purchased Asset (collectively, the Substituted Guarantees). (b) In the event that, as of the Closing, Buyer or one of its controlled Affiliates shall not have substituted itself for Seller and any of Seller’s Affiliates under, nor caused Seller and Seller’s Affiliates to be released from, any Substituted Guarantee: (i) the Parties shall continue to cooperate and use such respective reasonable best efforts to cause Buyer or one of its controlled Affiliates to be substituted for Seller and any of Seller’s Affiliates, and for Seller and any of Seller’s Affiliates to be released, in respect of all obligations of Seller and any of its respective Affiliates under any Substituted Guarantee; and (ii) Buyer shall indemnify and hold harmless Seller and Seller’s Affiliates against any Losses that Seller or any of Seller’s Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of such Substituted Guarantee.