Common use of Release of Guaranties Clause in Contracts

Release of Guaranties. (a) Buyer shall use reasonable best efforts to cause Seller and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. 147

Release of Guaranties. Prior to the Closing Date, Parent, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without Liability on the part of Seller or any of its Affiliates (aother than the Sold Companies) (collectively, the “Seller Guarantors”), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantors in respect of all Liabilities of the Seller Guarantors under guarantees of or relating primarily to Liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies to the extent listed on Schedule 5.13 (the “Guaranties”). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing Liabilities under any such Guaranties, except for losses arising from any acts or omissions of a Seller Guarantor. Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (i) indemnify and hold harmless the Seller Guarantors for any Losses arising after the Closing from such Guaranties and (ii) not and shall not permit the Business, the Sold Companies, the Company or their Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause Seller and its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (y) otherwise take such action as reasonably requested by Seller so as to put such Seller Guarantor in the same position as if Buyer or one of its Affiliates, and not such Seller and its Affiliates Guarantor, had performed or were performing such obligations. Buyer shall use reasonable best efforts not be obligated to cooperate fully with Buyer, including by providing pay any information, officer certificates, opinions, other customary release documentation consent fee or similar documentation reasonably necessary payment to put in place fulfill the arrangements pursuant to obligations of Buyer under this Section 9.9(a)) 5.13. On or prior to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guarantiesParent and Seller shall, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee effective as of the Closing Date, terminate or cause to be terminated, in each case without Liability on the part of Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit or any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Sold Companies), the Indebtedness of the Sold Companies set forth on Section 3.15(a) in respect of any the Seller Guarantee shall be delivered to Seller promptly following such release. 147Disclosure Schedule.

Release of Guaranties. At or prior to Closing, Purchaser shall (ai) Buyer obtain letters of credit in replacement of the letters of credit of Seller or any Affiliate set forth in Schedule 6.13 (the "Guaranties"), which shall use reasonable best efforts be in such form and from such financial institutions satisfactory to the holders of such Guaranties and (ii) cause Seller and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) such Affiliate to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under such Guaranties. With respect to any other obligations of Seller under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies Company or its business identified on Schedule 6.13 or of which Seller notifies Purchaser in writing prior to the Business Closing (the "OTHER GUARANTIES"), Purchaser shall use reasonable best efforts to cause Seller to be fully released, in each a “Seller Guarantee” or collectivelycase, the “Seller Guarantees”); providedeffective as promptly as practicable, that any costs associated with obtaining such releases or consents in respect of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by all obligations of Seller and its applicable Affiliateany Affiliate under any such Other Guaranties. If Buyer Purchaser is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing DateOther Guaranty after using reasonable efforts to do so, Buyer Purchaser shall indemnify Seller against from any and all Losses and reasonable expenses loss or expense arising from such Seller GuaranteeOther Guaranty. Without limiting the foregoing, after the Closing DateClosing, Buyer Purchaser will not, and will not permit any of its Affiliates, successors or assigns Affiliates to, renew, extend, amend or supplement any Contract loan, contract, lease or otherwise extend the term of or increase any other obligation that is covered by or the subject of a an Other Guaranty without providing Seller Guaranteewith evidence satisfactory to Seller that Seller's Other Guaranty has been released. Any cash or other collateral posted by Seller or one of its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee Other Guaranty shall be delivered to Seller promptly following such release. 147Seller.

Release of Guaranties. (a) Buyer shall use reasonable best efforts to cause Seller and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or Business listed in Section 8.5 of the Business Seller Disclosure Letter (each a “Seller Guarantee” or collectively, collectively the “Seller GuaranteesGuaranties”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses losses, liabilities, damages, charges, penalties, fees, costs and reasonable expenses arising from any Seller Guarantee following Closing if such Seller Guaranteea substitution and release is not obtained in accordance with the preceding sentence, except to the extent such substitution and release is not obtained as a result of any action or inaction of Seller. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, (a) renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee, (b) transfer to a Third Party any such Contract or other obligation or (c) obtain a release from all obligations under such Contract or other obligation contemplated by clause (a) or (b), without providing Seller with evidence reasonably satisfactory to it that the Seller Guaranty has been irrevocably released. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee Guaranty shall be delivered to Seller promptly following such release. 147.

Release of Guaranties. (a) Buyer shall use all commercially reasonable best efforts to cause Seller Parent and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)Selling Parties) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations (i) under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller Parent or its Affiliates (including the Selling Parties) relating to the Business Subsidiaries, the Business or any Purchased Asset and (ii) in respect of any Assumed Liabilities (including as a result of Seller Parent or any of its Affiliates relating to the Acquired Companies remaining directly or the Business indirectly liable for, or otherwise having credit exposure with respect to, any Assumed Liabilities) (each a “Seller Guarantee” or collectively, the “Seller GuaranteesParent Guaranties”); provided, provided that the foregoing shall not require Buyer or any costs associated with obtaining of its Affiliates to make any payment to such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliateguarantor. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing DateParent Guarantee, Buyer shall indemnify Seller Parent and each Selling Party against any and all Losses and reasonable expenses Loss or Expense arising from such Seller Parent Guarantee; provided that the foregoing obligation of Buyer to indemnify Seller Parent and the Selling Parties shall expressly exclude any Losses and Expenses for which Seller Parent is required to indemnify the Buyer Indemnified Parties pursuant to Section 11.1(a). Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, (A) renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller GuaranteeParent Guarantee (provided that the restrictions in this sentence shall not prohibit (1) renewals that occur automatically under any Contract and (2) ordinary course amendments or modifications to parts of any Contract which are permitted under the existing terms thereof (e.g., updating statements of work, amending pricing or product delivery schedules, adding more products/services, etc.)), (B) transfer to a Third Party any such Contract or other obligation or (C) obtain a release from all obligations under such Contract or other obligation contemplated by clause (A) or (B), without providing Seller Parent with evidence reasonably satisfactory to it that the Seller Parent Guarantee has been irrevocably and fully irrevocably released. Any cash or other collateral posted by Seller Parent or its Affiliates (including the Acquired CompaniesSelling Parties) in respect of any Seller Parent Guarantee shall be delivered to Seller Parent promptly following such releaserelease to the extent not included in the Final Cash Amount. 147For so long as any of Seller Parent or any of its Affiliates has not been fully irrevocably released from, remains directly or indirectly liable for, or has any credit exposure with respect to, any of the Seller Parent Guaranties, Buyer shall promptly upon written request of Seller Parent, (x) provide Seller Parent with any update on the status of any outstanding Seller Parent Guaranty and (y) inform Seller Parent of any claims by or disputes with any Third Party in connection with, or that would reasonably be expected to give rise to any liability or obligation of Seller Parent or any of its Affiliates under, any Seller Parent Guarantee 116 and the reasons for such claim or dispute (including by promptly providing Seller Parent with copies of any correspondence or other written materials received by Buyer or any of its Affiliates relating to any such claim or dispute). Within 60 days after the end of each calendar quarter, Buyer shall deliver to Seller Parent a list of all claims and disputes arising during such calendar quarter under any Contract that is guaranteed by, the subject of, or under which Seller Parent or any of its Affiliates may have any liability or credit exposure as a result of, any Seller Parent Guarantee.

Release of Guaranties. Purchaser shall obtain a release executed by the Lender (aas to one or both of the "Guaranties" (defined below), the "RELEASE OF GUARANTIES") Buyer shall use reasonable best efforts of each of Seller's obligations to cause Seller and its Affiliates each Lender under (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place i) the arrangements pursuant to this Section 9.9(a)Guaranty (Earthquake Deductible) to be fully and irrevocably released, dated as of April 30, 1998 executed by Xxxxxxx Properties, Bunker Hill and MAC-WFT, Inc. in favor of Xxxxx Fargo Bank ("EARTHQUAKE DEDUCTIBLE GUARANTY"), and (ii) the Closing Date Guaranty dated as of April 30, 1998 executed by Xxxxxxx Properties in favor of Xxxxx Fargo Bank ("XXXXXXX PROPERTIES GUARANTY") (the Earthquake Guaranty and Xxxxxxx Properties Guaranty collectively referred to herein as "GUARANTIES") in form acceptable to Seller. If the Release of Guaranties is not delivered on or as promptly as practicable after before the Closing Date, Seller shall have the right to terminate this Agreement by giving written notice of termination to Purchaser on the Closing Date in respect which case Purchaser shall receive a refund of the Deposit and all obligations under any guarantiesinterest earned thereon. Seller will, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies extent reasonably practicable, assist Purchaser in seeking to obtain the Release of Guaranties so long as Seller is not required to make any payments to the Lender or the Business (each a “Seller Guarantee” incur any material costs or collectively, the “Seller Guarantees”); provided, that any costs associated additional liability in connection with obtaining such releases Release of Guaranties. Seller agrees that if the outstanding financing as to which the Guaranties were made is fully defeased on or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of before the Closing Date, Buyer and Indemnitor shall indemnify Seller against for all loss, claims and liabilities under the Guaranties pursuant to an indemnification agreement in form and substance satisfactory to Seller (which shall include a provision prohibiting Indemnitor from transferring any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting of the foregoing, after the Closing Date, Buyer will notmembership interests of Property LLC, and will not permit any from Property LLC from transferring the Property, for a period of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend twelve (12) months following the term Closing) then the Release of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee Guaranties shall be delivered deemed to Seller promptly following such release. 147be obtained in satisfaction of this Section 5.01.01.

Release of Guaranties. Sellers and Buyer shall (i) prior to the Closing and, in the event that the actions provided for in this clause (i) are not completed at or prior to the Closing, at and after the Closing, reasonably cooperate and shall use their respective reasonable best efforts to, effective as of the Closing and, in the event that the actions provided for in this clause (i) are not completed at or prior to the Closing, effective promptly following the Closing, terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for Sellers and their respective Affiliates or former Affiliates (other than the Group Companies) (collectively, the “Seller Guarantors”) in respect of all obligations of the Seller Guarantors under, any guarantee of or relating to obligations or liabilities (including under any contract, letter of credit or Leased Real Property) of the Business and/or the Group Companies listed on Section 6.9(a) of the Seller Schedules (collectively, the “Pre-Closing Guaranties”), and Table of Contents (ii) at and after the Closing, reasonably cooperate and shall use their respective reasonable best efforts to, effective promptly following the Closing, terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of all obligations of the Seller Guarantors under, any guarantee of or relating to obligations or liabilities (including under any contract, letter of credit or Leased Real Property) of the Business and/or the Group Companies listed on Section 6.9(b) of the Seller Schedules (collectively “Post-Closing Guaranties” and, together with the Pre-Closing Guaranties, collectively, the “Guaranties”). Buyer shall, from and after the Closing, indemnify and hold harmless, on a joint and several basis, the Seller Guarantors from and against all Losses incurred by any such Person from and against any continuing obligations and liabilities under any such Guaranties. Buyer shall (a) keep the Sellers reasonably apprised of the status of any communication or correspondence (written or otherwise) with any third parties related to the Guaranties or Buyer’s obligations under this Section 6.9 and upon request of the Sellers provide any information or documentation related to the Guaranties or Buyer’s efforts pursuant to this Section 6.9 that is reasonably requested (including any draft or final documents in order to implement this Section 6.9), (b) reasonably consult with Sellers and its Representatives in connection with its obligations under this Section 6.9, and (c) provide Sellers and its Representatives with the opportunity to review and comment on any documents or agreements with third parties with respect to the implementation of this Section 6.9 and consider in good faith any comments provided by or on behalf of Sellers with respect thereto. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (y) otherwise take such action as reasonably requested by Sellers so as to put such Seller Guarantor in the same position as if Buyer or one of its Affiliates, and not such Seller Guarantor, had performed or were performing such obligations. Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Document, in no event shall Sellers or any of their respective Affiliates (including, prior to the Closing, any Holding Company) or Buyer or any of its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyerincluding, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing DateClosing, any Group Company or Holding Company) be required to pay any amounts or offer or grant any accommodations to any third party in respect connection with the termination or substitution of all any Seller Guarantor’s obligations under any guarantiesof the Guaranties (and, letters for the avoidance of creditdoubt, letters in no event shall Buyer’s or any Seller’s “reasonable best efforts” be deemed to require or be construed as a requirement of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Seller or any of its Affiliates relating (including, prior to the Acquired Companies Closing, any Group Company or the Business Holding Company) or Buyer or any of its Affiliates (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoingincluding, after the Closing DateClosing, any Group Company or Holding Company) to make, or cause to be made, any such payment or be required to make any such concession); provided that the Buyer will not, and any Seller shall agree to the modification of any of the Guaranties that solely results in Dory Parent (and will not permit unreasonably withhold, condition or delay agreement to the modification of any of its Affiliates, successors the Guaranties that solely results in a direct or assigns to, renew, extend, amend or supplement any Contract or otherwise extend indirect wholly-owned Affiliate of Dory Parent) being substituted in all respects for the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) Guarantors in respect of any all obligations of such Seller Guarantee shall be delivered to Seller promptly following Guarantors under such release. 147Guaranties.

Release of Guaranties. Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without obligation or liability on the part of Seller or any of its Affiliates (other than the Sold Companies) (collectively, the “Seller Guarantors”), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantor, in respect of all liabilities and obligations of the Seller Guarantors under guarantees of or relating primarily to obligations or liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies, including those listed on Schedule 5.13 (the “Guaranties”). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing obligations and liabilities under any such Guaranties, except for Losses arising from any acts or omissions of a Seller Guarantor. Moreover, Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (a) indemnify and hold harmless the Seller Guarantors for any amounts which become payable under such Guaranties after Closing and (b) not and shall not permit the Business, the Sold Companies or their Affiliates to (i) renew or extend the term of or (ii) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless the Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause Seller and its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (and y) otherwise take such action as reasonably requested by Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary so as to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Guarantor in the same position as if Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any or one of its Affiliates, successors and not such Seller Guarantor, had performed or assigns towere performing such obligations, renewin each case after Closing. To fulfill the obligations of Buyer under this Section 5.13, extend, amend Buyer shall not be obligated to pay any consent fee or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. 147similar payment.

Release of Guaranties. Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without obligation or liability on the part of Seller or any of its Affiliates (other than the Sold Companies) (collectively, the "Seller Guarantors"), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantor, in respect of all liabilities and obligations of the Seller Guarantors under guarantees of or relating primarily to obligations or liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies, including those listed on Schedule 5.13 (the "Guaranties"). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing obligations and liabilities under any such Guaranties, except for Losses arising from any acts or omissions of a Seller Guarantor. Moreover, Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (a) indemnify and hold harmless the Seller Guarantors for any amounts which become payable under such Guaranties after Closing and (b) not and shall not permit the Business, the Sold Companies or their Affiliates to (i) renew or extend the term of or (ii) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless the Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause Seller and its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (and y) otherwise take such action as reasonably requested by Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary so as to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Guarantor in the same position as if Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any or one of its Affiliates, successors and not such Seller Guarantor, had performed or assigns towere performing such obligations, renewin each case after Closing. To fulfill the obligations of Buyer under this Section 5.13, extend, amend Buyer shall not be obligated to pay any consent fee or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. 147similar payment.