Common use of Guarantees; Commitments Clause in Contracts

Guarantees; Commitments. (a) Section 5.9 of the Seller Disclosure Schedule sets forth a list of each material Seller Guarantee outstanding as of the date hereof, including the member of the Seller Group party to such Seller Guarantee, the beneficiary, the maximum total amount of such obligation outstanding, the Contract or Law that such Seller Guarantee relates to, and the term. Except as otherwise set forth on Section 5.9 of the Seller Disclosure Schedule, from and after the Closing, Purchaser and the Transferred Entities, jointly and severally, shall forever indemnify and hold harmless Seller and any of its Affiliates against any Liabilities that Seller or any of its Affiliates suffer, incur or are liable for by reason of or arising out of or in consequence of (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to or maintaining, any Seller Guarantees), (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Seller 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 Seller Guarantees, and shall reimburse Seller for any fees or expenses incurred in connection with any of the foregoing clauses (i) through (iii), and shall effect such indemnification and reimbursement no later than three (3) Business Days after written demand therefor from Seller. With respect to any Seller Guarantee, Seller and each of its Affiliates is referred to as an “Indemnified Party” for purposes of this Section 5.9.

Guarantees; Commitments. (a) Section 5.9 of the Seller Disclosure Schedule sets forth a list of each material Seller Guarantee outstanding as of the date hereof, including the member of the Seller Group party to such Seller Guarantee, the beneficiary, the maximum total amount of such obligation outstanding, the Contract or Law that such Seller Guarantee relates to, and the term. Except as otherwise set forth on Section 5.9 of the Seller Disclosure Schedule, from From and after the Closing, Purchaser and the Transferred Entities, jointly and severally, Purchasers shall forever indemnify and hold harmless Seller Sellers against Liabilities that Sellers and any other members of its Affiliates against any Liabilities that the Seller or any of its Affiliates Group suffer, incur or are liable for by reason of or arising out of or in consequence of (i) any Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to or maintaining, any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitments or other similar obligation to the extent relating to the Business or the Transferred Assets or the Assumed Liabilities (collectively, the “Seller Guarantees”), (ii) any claim or demand for payment made on any Seller or any of its Affiliates with respect to any of the Seller Guarantees or (iii) any Action Claim 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 Seller Guarantees, and shall reimburse Seller Sellers for any fees or expenses incurred in connection with any of the foregoing clauses (i) through (iii), and shall effect such indemnification and reimbursement no later than three five (35) Business Days after written demand therefor from SellerSellers. Notwithstanding anything to the contrary herein, and not in limitation of the foregoing, upon and after the Closing, Sellers and their Affiliates may terminate all Seller Guarantees in their sole discretion. With respect to any Seller Guarantee, each Seller and each of its Affiliates is referred to as an “Indemnified PartyIndemnitee” for purposes of this Section 5.97.13).