Common use of Guarantees; Commitments Clause in Contracts

Guarantees; Commitments. (a) Purchaser shall use commercially reasonable efforts to cause itself or one of its Affiliates (including, after the Closing, any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of its 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 Acquired Asset, which such guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations set forth on Section 6.17 of the Seller Disclosure Letter (collectively, the "Substituted Guarantees"). (b) In the event that, as of the Closing, Purchaser or one of its Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused Seller and its Affiliates to be released from, any Substituted Guarantee, (i) Purchaser shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates (including any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, in respect of all obligations of Seller and any of its respective Affiliates under any Substituted Guarantee; and (ii) Purchaser shall indemnify and hold harmless Seller and its Affiliates against any Damages that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of such Substituted Guarantee.

Guarantees; Commitments. (a) Purchaser shall use commercially reasonable efforts to cause itself or one of its Affiliates (including, after the Closing, any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of its 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 Acquired Asset, which such guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations set forth on Section 6.17 of the Seller Disclosure Letter (collectively, the "“Substituted Guarantees"”). (b) In the event that, as of the Closing, Purchaser or one of its Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused Seller and its Affiliates to be released from, any Substituted Guarantee, (i) Purchaser shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates (including any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, in respect of all obligations of Seller and any of its respective Affiliates under any Substituted Guarantee; and (ii) Purchaser shall indemnify and hold harmless Seller and its Affiliates against any Damages that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of such Substituted Guarantee.

Guarantees; Commitments. (a) Purchaser shall use commercially reasonable efforts to cause itself or one of its Affiliates (including, after the Closing, any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of its 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 Acquired Asset, which such guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations set forth on Section 6.17 of the Seller Disclosure Letter (collectively, the "Substituted Guarantees"). (b) In the event that, as of the Closing, Purchaser Buyer or one of its Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused Seller and its Affiliates to be released from, any Substituted Guaranteeguarantees, indemnities, letters of credit, letters of comfort, performance bonds, commitments, understandings, agreements and other obligations of such Persons related to the Acquired Companies set forth on Section 6.10 of the Company Disclosure Schedule (collectively, the “Guarantees”), if any, (ia) Purchaser Buyer shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates (including any the Acquired SubsidiaryCompanies) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, in respect of all obligations of Seller and any of its respective Affiliates under any Substituted Guarantee; Guarantee and (iib) Purchaser Buyer shall indemnify and hold harmless Seller and its Affiliates against any Damages Losses that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of such Substituted Guarantee. Without limiting the foregoing, if Seller and its Affiliates shall not have been released from any Guarantee, after the Closing, Buyer will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by a Guarantee without providing Seller with evidence satisfactory to Seller that such Guarantee has been released. Any cash or other collateral posted by Seller or one of its Affiliates (other than the Acquired Companies to the extent any such cash or other collateral was taken into account in the calculation of the Closing Purchase Price) and received by Buyer or any of its Affiliates after the Closing in respect of any Guarantee shall be delivered to Seller.

Guarantees; Commitments. (a) Without limiting Section 6.9(b) in any respect, Purchaser shall use commercially its reasonable efforts best efforts, at its sole expense, to cause itself or one of its Affiliates (including, after the Closing, any Acquired Subsidiary) to be substituted in all respects for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller of, or otherwise terminate (and any of its 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 Acquired Asset, which such guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations set forth on Section 6.17 of the Seller Disclosure Letter (collectively, the "Substituted Guarantees"). (b) In the event that, as of the Closing, Purchaser or one of its Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused cause Seller and its Affiliates to be released fromin respect of), any Substituted Guaranteeall obligations of Seller and its Affiliates under each Guarantee (including, in each case, by delivering at Closing (i) executed agreements to assume reimbursement obligations for such Guarantees, (ii) executed instruments of guaranty, letters of credit or other instruments requested by any banks, landlords, customers or other counterparties with respect to any Guarantees, and (iii) any other documents reasonably requested by Seller in connection with Section 6.9). In furtherance and not in limitation of the foregoing, at the request of Seller or any of its Affiliates, Purchaser shall and shall cause its Affiliates to assign or cause to be assigned any Contract or Permit underlying such Guarantee to an Affiliate of Purchaser meeting the applicable net worth and other requirements in such Contract or Permit to give effect to the provisions of the preceding sentence. For any Guarantees for which Purchaser or any Transferred Entity is not substituted in all respects for Seller and its Affiliates (or for which Seller or any of its Affiliates is not released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller and its Affiliates to be released in respect thereof), Purchaser shall continue to use commercially its reasonable best efforts and shall cause its Affiliates to use their reasonable best efforts to effect such substitution or termination and release as soon as practicable after the Closing. Without limiting the foregoing, Purchaser shall not, and shall cause itself or one of its Affiliates (including not to, extend or renew any Acquired Subsidiary) Contract or Permit containing or underlying a Guarantee unless, prior to be or concurrently with such extension or renewal, Purchaser or the Transferred Entities are substituted in all respects for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be are released, in respect of all obligations of Seller under such Guarantee. (b) From and any of its respective Affiliates under any Substituted Guarantee; after the Closing, Purchaser and (ii) Purchaser shall the Transferred Entities shall, jointly and severally, indemnify and hold harmless Seller and any of its Affiliates against any Damages Liabilities that Seller or any of its Affiliates sufferssuffer, incurs incur or is are liable for by reason of or arising out of or in consequence connection with (i) Seller or any of such Substituted its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, contribution, surety bond, letter of credit, letter of comfort, commitment or other similar obligation to the extent relating to the Business or any Transferred Entities, in each case whether arising from Contract, Permit, operation of Law or otherwise (collectively, the “Guarantees”), (ii) any claim or demand for payment made to Seller or any of its Affiliates with respect to any of the Guarantees or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Guarantee, and shall, as promptly as practicable but in no event later than five (5) Business Days following receipt of written notice from Seller, reimburse Seller for any Losses incurred in connection with any of the foregoing clauses (i) through (iii). For the avoidance of doubt, and not in limitation of the foregoing, upon and after the Closing, Seller and its Affiliates may terminate any or all Guarantees. At the request of Seller, Purchaser shall provide Seller and its Affiliates with a letter of credit or bond in an amount directed by Seller equal to Seller’s and its Affiliates’ aggregate potential Liability in respect of any Guarantee for which Seller or any its Affiliates is entitled to be indemnified or reimbursed pursuant to this Section 6.9(b).