Support Arrangements. With respect to each guaranty, letter of credit, indemnity, performance, surety bond or other credit support arrangement set forth on Schedule 6.09 (collectively, the “Support Arrangements”), (a) Buyers and Buyer Parent shall use their commercially reasonable efforts prior to the Closing to cooperate with Seller Parent and the JV Company to (i) obtain substitute credit support arrangements in replacement for the Support Arrangements and (ii) procure that Seller Parent and its Affiliates and, where applicable, their respective sureties or letter of credit issuers, be fully and unconditionally released from their respective obligations under the Support Arrangements, in form and substance reasonably satisfactory to Seller Parent, and (b) if the Parties are not successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of Seller Parent and its Affiliates from any such Support Arrangements as of the Closing (each such Support Arrangements until such time as such Support Arrangements is fully and unconditionally released, a “Continuing Support Arrangements”), then from and after the Closing, (i) the Parties shall continue to use commercially reasonable efforts to obtain promptly the full and unconditional release of Seller Parent and its Affiliates and, where applicable, their respective sureties or letter of credit issuers, from each Continuing Support Arrangement, (ii) the JV Company shall indemnify Seller Parent and its Affiliates for all Losses incurred by Seller Parent or any of its Affiliates in connection with each Continuing Support Arrangement, and (iii) the JV Company shall not, and shall cause the Purchased Companies and Purchased Subsidiaries not to, effect any amendments or modifications or any other changes to any Contracts or obligations to which any of the Continuing Support Arrangements relate that would increase, extend or accelerate the Liability of Seller Parent or any of its Affiliates under any Continuing Support Arrangements without Seller Parent’s prior written consent. Schedule 6.09 may be amended by Seller Parent from time to time during the Interim Period to add any additional Ordinary Course guaranty, letter of credit, indemnity, performance, surety bond or other credit support arrangement relating to the Business, and upon any such arrangement being added to Schedule 6.09 in accordance with the foregoing, such arrangement shall be deemed to be a Support Arrangement for all purposes of this Agreement; provided, that, Seller Parent shall promptly give written notice to Buyer Parent of such updated Schedule 6.09.
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Support Arrangements. With respect (a) On or prior to each guarantythe Closing Date (and to the extent necessary after the Closing Date), letter Purchaser shall use commercially reasonable efforts to (i) obtain releases of Parent and its Affiliates from all obligations under all surety and performance bonds, guarantees and other financial support arrangements (but excluding letters of credit, indemnity, performance, surety bond or other credit support arrangement ) relating to the Companies that either (A) are set forth on in Sections 5.11(a) or 5.11(b) of the Seller Disclosure Schedule 6.09 or (collectively, B) are provided or otherwise become effective after the date of this Agreement and not in contravention of the terms of this Agreement (the “Support Arrangements”). Purchaser shall, (awith respect to the surety and performance bonds listed in Section 5.11(a) Buyers and Buyer Parent shall use their commercially reasonable efforts of the Seller Disclosure Schedule, to the extent not replaced on or prior to the Closing Date, (y) deliver to cooperate with Seller Parent facing or “back-up” surety bonds from a bank or surety company reasonably acceptable to Parent and containing terms and conditions reasonably acceptable to Parent and its bank and/or surety in amounts, form and substance reasonably acceptable to Parent for each such Support Arrangement outstanding on the JV Company Closing Date or (z) post cash collateral with the applicable issuer of the security bond in an amount equal to 105% (or such lesser amount in such issuer's sole discretion) of the aggregate amount of the outstanding Support Arrangement.
(b) With respect to the Bahrain Letter of Credit, Parent and its Affiliates shall (i) obtain substitute credit support arrangements in replacement for maintain through the Support Arrangements third anniversary of the Closing Date and (ii) be released, and Purchaser and the Companies shall procure such releases, from the Bahrain Letter of Credit no later than the third anniversary of the Closing Date; provided, further, that Seller if a majority of the outstanding equity of U.S. Pipe or all or substantially all of U.S. Pipe's assets are sold, Parent and its Affiliates andshall be released, where applicableand Purchaser and the Companies shall procure such releases, their respective sureties from the Bahrain Letter of Credit upon the effectiveness of such sale. With respect to the guarantees listed in Section 5.11(b) of the Seller Disclosure Schedule, Parent shall maintain such guarantees through the date which is the earlier of (A) sixty (60) days after the Closing or letter of credit issuers, be fully and unconditionally (B) the date Parent or its Affiliate is released from their respective obligations under the Support Arrangements, in form and substance reasonably satisfactory to Seller Parent, and such guarantee.
(bc) if the Parties are not successful, following the use of commercially reasonable efforts, in obtaining the complete and unconditional release of Seller Until such time as Parent and its Affiliates are released from all obligations thereunder, Purchaser shall promptly upon notice from Parent reimburse Parent (y) its reasonable out-of-pocket costs associated with the Bahrain Letter of Credit or any such Support Arrangements as of that remain outstanding after the Closing Date and (each such Support Arrangements until such time as such Support Arrangements is fully and unconditionally releasedz) within three (3) Business Days, the amount of any payments made under the Bahrain Letter of Credit or a “Continuing Support Arrangements”), then from and after the Closing, (i) the Parties shall continue to use commercially reasonable efforts to obtain promptly the full and unconditional release of Seller Parent and its Affiliates and, where applicable, their respective sureties or letter of credit issuers, from each Continuing Support Arrangement. Notwithstanding any other provision of this Agreement, (ii) the JV Company shall indemnify none of Parent, Seller Parent and its Affiliates for all Losses incurred by Seller Parent or any of its their Affiliates in connection with each Continuing shall be obligated to increase the amount of the Bahrain Letter of Credit or any Support Arrangement, and (iii) the JV Company shall not, and shall cause the Purchased Companies and Purchased Subsidiaries not to, effect any amendments or modifications or any other changes to any Contracts or obligations to which any of the Continuing Support Arrangements relate that would increase, extend or accelerate the Liability of Seller Parent or any of its Affiliates under any Continuing Support Arrangements without Seller Parent’s prior written consent. Schedule 6.09 may be amended by Seller Parent from time to time during the Interim Period to add any additional Ordinary Course guaranty, letter of credit, indemnity, performance, surety bond or other credit support arrangement relating to the Business, and upon any such arrangement being added to Schedule 6.09 in accordance with the foregoing, such arrangement shall be deemed to be a Support Arrangement for all purposes of this Agreement; provided, that, Seller Parent shall promptly give written notice to Buyer Parent of such updated Schedule 6.09.
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