Common use of Reimbursement During Interim Period Clause in Contracts

Reimbursement During Interim Period. In addition to Purchaser's ----------------------------------- obligations under Subsection 5.15.1, effective as of the Closing Date, Purchaser shall indemnify and defend Seller and its Affiliates (other than the Subsidiaries) for and hold Seller and such Affiliates harmless from and against, and pay and reimburse Seller and such Affiliates for, any and all Liabilities of Seller or such Affiliates, as the case may be, arising out of (i) any payment - made by Seller and such Affiliates during the Interim Period under any corporate guarantee or indemnity issued by Seller or such Affiliates on behalf of any Subsidiary, including without limitation any such corporate guarantee or indemnity set forth on Schedule 5.15.1 (including any supplement to Schedule 5.15.1 on account of any corporate guarantee or indemnity issued by Seller or such Affiliates and on behalf of any Subsidiary during the Interim Period) and (ii) any Proceeding relating to any such corporate guarantee or indemnity; -- provided, however, that neither Seller nor its Affiliates shall be entitled to indemnification under this clause (c) to the extent the Liabilities in respect of such corporate guarantee or indemnity shall arise out of or relate to the Excluded Assets or Excluded Liabilities or to an Unrelated Business. Seller shall deliver written notice to Purchaser at least two (2) business days prior to the Closing (except with respect to any payment made by Seller and such Affiliates within two (2) business days of Closing, in which case Seller shall deliver written notice thereof as soon as practicable prior to Closing) describing in reasonable detail the amounts due Seller and such Affiliates under this Subsection 5.15.2 as of the Closing Date, and Purchaser shall pay such amount to Seller at Closing, to an account designated by Seller in writing prior to the Closing, by wire transfer of immediately available funds.

Reimbursement During Interim Period. In addition to Purchaser's ----------------------------------- obligations under Subsection 5.15.15.17.1, effective as of the Closing Date, Purchaser shall indemnify and defend Seller Minerals and its Affiliates (other than the Subsidiaries) for and hold Seller Minerals and such its Affiliates harmless from and against, and pay and reimburse Seller Minerals and such its Affiliates for, any and all Liabilities of Seller Minerals or such Affiliatesits Affiliates (including, as prior to the case may beClosing, the Subsidiaries) arising out of (i) any payment draw - made by Seller and such Affiliates any beneficiary during the Interim Period under any corporate guarantee letter of credit or indemnity surety bond issued by Seller for the account of Minerals or such its Affiliates (including the Subsidiaries) and on behalf of any Subsidiary, Subsidiary (including without limitation any such corporate guarantee letter of credit or indemnity set forth surety bond listed on Schedule 5.15.1 5.17.1 (including any supplement to Schedule 5.15.1 5.17.1 on account of any corporate guarantee letter of credit or indemnity surety bond issued by Seller for the account of Minerals or such its Affiliates (including, prior to the Closing, the Subsidiaries) and on behalf of any Subsidiary during the Interim Period) and (ii) any Proceeding relating to any or arising out of such corporate guarantee letter of -- credit or indemnitysurety bond; -- provided, however, that neither Seller Minerals nor its Affiliates shall be entitled to indemnification under this clause (c) Subsection 5.17.2 to the extent the Liabilities in respect of such corporate guarantee letter of credit or indemnity surety bond shall arise out of or relate to the Excluded Assets or Excluded Liabilities or to an Unrelated Business. Seller shall deliver written notice to Purchaser at least two ten (210) business days prior to the Closing (except with respect to any payment made by Seller and such Affiliates draw that shall have occurred within two ten (210) business days of Closing, in which case Seller shall deliver written notice thereof as soon as practicable prior to Closing) describing in reasonable detail the amounts due Seller Minerals and such its Affiliates under this Subsection 5.15.2 5.17.2 as of the Closing Date, and Purchaser shall pay such amount to Seller (on behalf of Minerals and its Affiliates) at Closing, to an account designated by Seller in writing prior to the Closing, by wire transfer of immediately available funds.

Reimbursement During Interim Period. In addition to ----------------------------------- Purchaser's ----------------------------------- obligations under Subsection 5.15.15.17.1, effective as of the Closing Date, Purchaser shall indemnify and defend Seller Minerals and its Affiliates (other than the Subsidiaries) for and hold Seller Minerals and such its Affiliates harmless from and against, and pay and reimburse Seller Minerals and such its Affiliates for, any and all Liabilities of Seller Minerals or such Affiliatesits Affiliates (including, as prior to the case may beClosing, the Subsidiaries) arising out of (i) any payment - draw made by Seller and such Affiliates any beneficiary - 58 during the Interim Period under any corporate guarantee letter of credit or indemnity surety bond issued by Seller for the account of Minerals or such its Affiliates (including the Subsidiaries) and on behalf of any Subsidiary, Subsidiary (including without limitation any such corporate guarantee letter of credit or indemnity set forth surety bond listed on Schedule 5.15.1 5.17.1 (including any supplement to Schedule 5.15.1 5.17.1 on account of any corporate guarantee letter of credit or indemnity surety bond issued by Seller for the account of Minerals or such its Affiliates (including, prior to the Closing, the Subsidiaries) and on behalf of any Subsidiary during the Interim Period) and (ii) any Proceeding relating to any or arising out of such corporate guarantee letter of credit or indemnity; -- surety bond: provided, however, that neither Seller Minerals nor its Affiliates shall be entitled to indemnification under this clause (c) Subsection 5.17.2 to the extent the Liabilities in respect of such corporate guarantee letter of credit or indemnity surety bond shall arise out of or relate to the Excluded Assets or Excluded Liabilities or to an Unrelated Business. Seller shall deliver written notice to Purchaser at least two ten (210) business days prior to the Closing (except with respect to any payment made by Seller and such Affiliates draw that shall have occurred within two ten (210) business days of Closing, in which case Seller shall deliver written notice thereof as soon as practicable prior to Closing) describing in reasonable detail the amounts due Seller Minerals and such its Affiliates under this Subsection 5.15.2 5.17.2 as of the Closing Date, and Purchaser shall pay such amount to Seller (on behalf of Minerals and its Affiliates) at Closing, to an account designated by Seller in writing prior to the Closing, by wire transfer of immediately available funds.

Reimbursement During Interim Period. In addition to ----------------------------------- Purchaser's ----------------------------------- obligations under Subsection 5.15.1, effective as of the Closing Date, Purchaser shall indemnify and defend Seller and its Affiliates (other than the Subsidiaries) for and hold Seller and such Affiliates harmless from and against, and pay and reimburse Seller and such Affiliates for, any and all Liabilities of Seller or such Affiliates, as the case may be, arising out of (iii) any payment - made by Seller and such Affiliates during the Interim Period under any corporate guarantee or indemnity issued by Seller or such Affiliates on behalf of any Subsidiary, including without limitation any such corporate guarantee or indemnity set forth on Schedule 5.15.1 (including any supplement to Schedule 5.15.1 on account of any corporate guarantee or indemnity issued by Seller or such Affiliates and on behalf of any Subsidiary during the Interim Period) and (ii) any Proceeding relating to any such corporate guarantee or indemnity; -- provided, however, that neither Seller nor its Affiliates shall be entitled to indemnification under this clause (c) to the extent the Liabilities in respect of such corporate guarantee or indemnity shall arise out of or relate to the Excluded Assets or Excluded Liabilities or to an Unrelated Business. Seller shall deliver written notice to Purchaser at least two (2) business days prior to the Closing (except with respect to any payment made by Seller and such Affiliates within two (2) business days of Closing, in which case Seller shall deliver written notice thereof as soon as practicable prior to Closing) describing in reasonable detail the amounts due Seller and such Affiliates under this Subsection 5.15.2 as of the Closing Date, and Purchaser shall pay such amount to Seller at Closing, to an account designated by Seller in writing prior to the Closing, by wire transfer of immediately available funds.