Guarantees; Credit Support Instruments Clause Samples

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Separation Time or as soon as practicable thereafter, (i) Air Products shall (with the reasonable cooperation of the applicable member of the Versum Group) use its reasonable best efforts to have each member of the Versum Group removed as guarantor of or obligor for any Air Products Retained Liability unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Air Products Retained Liabilities and (ii) Versum shall (with the reasonable cooperation of the applicable member of the Air Products Group) use reasonable best efforts to have each member of the Air Products Group removed as guarantor of or obligor for any Versum Liability, unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to Versum Liabilities. (b) At or prior to the Separation Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Air Products Group, Versum shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Versum would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the Versum Group, Air Products shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Air Products would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Air Products or Versum is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) Air Products, to the extent a member of the Air Products Group has assumed the underlying Liability with respect to such guaranty or Versum, to the extent a member of the Versum Group has assumed the underlying Liability with respect to such guaranty, as ...