Guarantees; Commitments. Purchaser shall use commercially reasonable efforts to obtain the release of Seller and its Affiliates, effective as of the Closing, 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 set forth on Section 6.7 of the Disclosure Letter (collectively, such existing guarantees, the “Seller Guarantees”). If any of the Seller Guarantees are not released before or effective as of the Closing, Purchaser shall, from and after the Closing, indemnify and hold Seller and its Affiliates harmless for any and all payments required to be made under, and liabilities, obligations, commitments, costs and expenses incurred in connection with, each such Seller Guarantee, until Seller or its Affiliates, as applicable, have been released by the beneficiary of such Seller Guarantee pursuant to an agreement reasonably acceptable to Seller and Purchaser. If Seller and its Affiliates, as applicable, have not been so released under any such Seller Guarantee as of the Closing Date, Seller and its Affiliates, as applicable, shall have no 48 obligation to continue, and shall have the right to terminate, if terminable, all Seller Guarantees without Liability to Purchaser or any of its Affiliates.
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Sources: Stock Purchase Agreement
Guarantees; Commitments. Purchaser shall use commercially reasonable efforts to obtain the release of Seller and its Affiliates, effective as of the Closing, 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 set forth on Section 6.7 of the Disclosure Letter (collectively, such existing guarantees, the “Seller Guarantees”). If any of the Seller Guarantees are not released before or effective as of the Closing, Purchaser shall, from and after the Closing, indemnify and hold Seller and its Affiliates harmless for any and all payments required to be made under, and liabilities, obligations, commitments, costs and expenses incurred in connection with, each such Seller Guarantee, until Seller or its Affiliates, as applicable, have been released by the beneficiary of such Seller Guarantee pursuant to an agreement reasonably acceptable to Seller and Purchaser. If Seller and its Affiliates, as applicable, have not been so released under any such Seller Guarantee as of the Closing Date, Seller and its Affiliates, as applicable, shall have no 48 obligation to continue, and shall have the right to terminate, if terminable, all Seller Guarantees without Liability to Purchaser or any of its Affiliates.
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