Support Obligations Clause Samples
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Support Obligations. With respect to each guaranty, letter of credit, indemnity, performance or surety bond, cash deposit or other credit support arrangement issued by or for the account of the Company Entities and posted or provided by Sellers or Sellers’ Affiliates (other than the Company Entities), or by Duke or any of its Affiliates, including those items that are listed in Section 6.12 of the Company Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall furnish or obtain, as of or within 30 Business Days following the Closing, substitute credit support arrangements in replacement for the Support Obligations (including by furnishing letters of credit or cash collateral) and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under or otherwise with respect to the Support Obligations (with outstanding letters of credit returned by cancellation), in each case, in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support; provided that, with respect to cash deposits, Sellers may elect to have such collateral not replaced by Purchaser and instead leave such collateral in place as of Closing, provided, further, that Sellers shall, and shall cause their Affiliates (which, for the avoidance of doubt, shall not include Duke or any of its Affiliates) to, reasonably cooperate with Purchaser in connection with the foregoing; provided, further, that, notwithstanding anything in this Agreement to the contrary, Purchaser shall furnish or obtain substitute credit support arrangements in replacement for the Specified Support Obligations, and shall ensure that Sellers, Sellers’ Affiliates, Duke and its Affiliates (as applicable) be fully and unconditionally released from their respective obligations under or otherwise with respect to the Specified Support Obligations simultaneously with the Closing, in each case in form and substance reasonably satisfactory to Sellers or the beneficiary of Sellers’ credit support. Notwithstanding Purchaser’s compliance with this Section 6.12, if any such Support Obligation remains outstanding after the Closing, Purchaser shall, effective as of the Closing and until the earlier of release of all Support Obligations by Sellers, Duke or their respective Affiliates, as applicable, (a) indemnify, defend or hold harmless, Sel...
Support Obligations. From and after the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will use commercially reasonable efforts to promptly (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account of Seller or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (ii) replace each Insured Bond with one or more surety or performance bonds or letters of credit or other forms of security, in amounts and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminated.
Support Obligations. Company shall:
2.1 Correct any failure of the Product to perform in accordance with the Specifications and provide such services and repairs required to maintain the Product so that it operates properly, in accordance with the Specifications.
2.2 Provide unlimited telephone support twenty-four (24) hours a day, seven (7) days a week.
2.3 Provide monthly support usage, incident reports and Company’s compliance with the response time service levels, below.
2.4 Respond to Priority Levels, achieve the required Service Levels, and provide the remedies set forth in Service Levels.
2.5 In the event any Priority One Issue or Priority Two Issue occurs during the Term, Company shall promptly investigate the root causes of such Service Level Failure and shall provide to Saint Luke’s within four (4) hours for Priority One and within one (1) day for Priority Two after knowledge of such Service Level Failure an analysis of such root causes and a proposed corrective action plan for Saint Luke’s review, comment and approval (the “Corrective Action Plan”). The Corrective Action Plan shall include, at a minimum: (i) a commitment by Company to Saint Luke’s to devote the appropriate time, skilled personnel, systems support and equipment, and/or resources to remedy, and prevent any further occurrences of, the Service Level Failure; (ii) a strategy for developing any programming/Product updates, fixes, patches, etc. necessary to remedy, and prevent any further occurrences of, the Service Level Failure; and (iii) time frames for implementation of the Corrective Action Plan. There shall be no additional charge (other than those fees set forth in the Agreement) for Company’s implementation of such Corrective Action Plan in the time frames and manner set forth in the Corrective Action Plan. In addition to the foregoing, Company will participate in Saint Luke’s problem management processes and participate in technical support lines or problem management resolution processes, including post mortem analyses. Company shall establish a defined internal escalation process. Company shall not require named contacts for Saint Luke’s personnel contacting Company’s help desk. Company shall provide telephonic support through an operations center available 7x24x365.
2.6 As contemplated in the Agreement, Company may from time to time make material enhancements and changes to Products. In the event of such enhancements or changes, (i) the new version of the Product will include at least the funct...
Support Obligations. The following provisions set forth your rights concerning maintenance and support regarding the Software. Any such services are provided only during the Maintenance and Deployment Term for which you have acquired maintenance services.
(a) General. Our support obligations for Software are comprised of the following:
(i) Maintenance Releases. We will make available to you, at no additional charge, all Maintenance Releases and Major Releases to the Software which we make generally available to our customers during your Maintenance and Deployment Term.
Support Obligations. Purchaser acknowledges that Seller and certain Affiliates have provided certain credit support pursuant to the support obligations and related agreements described on Schedule 3.26 (the “Support Obligations”). During the Interim Period, Purchaser shall use commercially reasonable efforts to negotiate a replacement of such Support Obligations with the beneficiaries thereof and to effect the complete and unconditional release of all other Support Obligations in a manner reasonably satisfactory to Purchaser, Seller and the beneficiaries thereof, including by means of a letter of credit, escrow, posting a bond or cash deposit, or other arrangements. Seller agrees that if, following the Closing, such replaced Support Obligations are drawn on or payment is demanded thereunder, Seller will indemnify and hold harmless Purchaser and its Affiliates (as applicable) for its pro rata percentage of any such draw or demand for payment under any Support Obligation in proportion to Seller’s share of Class B Interests. To the extent that Purchaser cannot cause the release, termination and replacement of any Support Obligations, Purchaser shall (i) indemnify and hold harmless Seller and its Affiliates (as applicable) from and against 75% of any and all Losses that may be suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to any such Support Obligation being in effect on or after the Closing Date (including as a result of any draw or demand for or making of any payment by Seller or any such Affiliate of Seller under any Support Obligation) with respect to the full extent of such Support Obligation and (ii) diligently continue to seek the release, termination and replacement of such Support Obligation; provided that Purchaser’s indemnification obligations under clause (i) shall not affect Seller’s indemnification obligations under Section 11.01.
Support Obligations. (a) Buyer recognizes that Seller and the Non-Company Affiliates have provided credit support to the Companies with respect to the Facilities pursuant to certain credit support obligations set forth on Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b) (collectively, the “Support Obligations”), such Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Seller and the Non-Company Affiliates from all Support Obligations by:
(i) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit;
(ii) instituting escrow arrangements with terms equal to or more favorable to the counterparty than the terms of existing escrow arrangements; and
(iii) posting surety or performance bonds issued by an Investment Grade Person or another Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds.
(b) Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicable, and in each case, to take such other actions as may be required to terminate such Support Obligat...
Support Obligations. (e) The Purchaser recognizes that AQ Seller and certain of its Affiliates have provided credit support to the Company, its Subsidiaries and the SRO Business and may (but shall not be obligated to) provide other credit support in connection with the transactions contemplated by this Agreement (including with respect to the letters of credit, guarantees and other Support Obligations contemplated by Schedule 12.06(a), collectively, the “Support Obligations”). The Purchaser shall, and shall cause its Affiliates to, (i) use reasonable best efforts with respect to all Support Obligations that relate primarily to the SRO Business, obtain the full and unconditional release of AQ Seller and its Affiliates thereunder with no further obligation, Liabilities or Losses to AQ Seller or any of its Affiliates and (ii) with respect to Support Obligations that are not primarily related to the SRO Business but that relate to both the SRO Business and the remaining businesses of AQ Holdings and its Subsidiaries (other than the Company and its Subsidiaries), use reasonable best efforts to obtain the full and unconditional release of AQ Seller and its Affiliates from the portion of such Support Obligations as relate, in whole or in part, to the SRO Business, in each case effective either on the Closing Date or on a date as soon as reasonably practicable thereafter. The Purchaser shall indemnify and hold harmless the Sellers and their Affiliates from any Losses arising from the fact that the Purchaser is unable to obtain releases contemplated by this Section 12.06(a) prior to the Closing.
(f) The Purchaser shall, and shall cause its Affiliates to, use its reasonable best efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to AQ Seller or its Affiliates, as applicable, as soon as practicable, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing the Support Obligations referred to in Section 12.06(a) above, as well as to redeliver to AQ Seller and its Affiliates, any cash collateral or other collateral in respect of such Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to AQ Seller or its Affiliates (other than the Company and its Subsidiaries), as applicable, and, in each case, cooperate and take such other actions as may be reasonably required to terminate or otherwise relieve AQ Seller and i...
Support Obligations. (a) With respect to the ▇▇▇▇ Guaranty, during the Interim Period, Seller and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts to work together to procure the full and unconditional release, effective as of the Closing Date, of ▇▇▇▇’▇ obligations under the ▇▇▇▇ Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (i) jointly approaching ▇▇▇▇▇▇ ▇▇▇▇▇▇ to discuss and negotiate alternative arrangements for satisfying Kinder ▇▇▇▇▇▇’▇ credit support requirements, and (ii) in support of any such alternative credit support arrangements, Buyer offering to replace the ▇▇▇▇ Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to ▇▇▇▇▇▇ ▇▇▇▇▇▇ (provided that the maximum principal amount guaranteed may not be increased) and, if the foregoing is not accepted by ▇▇▇▇▇▇ ▇▇▇▇▇▇, Buyer or Buyer Parent Guarantor offering to deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇ a letter of credit from a creditworthy United States bank acceptable to ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the account of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient to cover the entire amount that may be payable under the ▇▇▇▇ Guaranty or (y) such lesser amount deemed sufficient by ▇▇▇▇▇▇ ▇▇▇▇▇▇, and, if such offer is accepted by ▇▇▇▇▇▇ ▇▇▇▇▇▇, providing such letter of credit to ▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the Closing.
(b) If Buyer and Seller are not successful in obtaining the complete and unconditional release of ▇▇▇▇ from its obligations under the ▇▇▇▇ Guaranty prior to Closing as contemplated in Section 6.5(a), then Seller or its Affiliates, as applicable, shall cause ▇▇▇▇ to keep in place the ▇▇▇▇ Guaranty, and Buyer shall deliver to Seller at the Closing, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal to the maximum amount of exposure under the ▇▇▇▇ Guaranty and issued by Citibank N.A. pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order or another irrevocable, standby letter of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (the “Continuing Support Letter of Credit”); provided, however, that as a condition to the continuing maintenance of the ▇▇▇▇ Guaranty:
(i) From and after the Closing, Buyer hereby agrees to indemnify and hold harmless Seller and its Affilia...
Support Obligations. In the event that (A) the Lessee does not elect ------------------- to purchase the Property on the Expiration Date, (B) this Lease is terminated without a purchase of the Property by the Lessee as expressly permitted herein, or (C) pursuant to the Lessor's exercise of remedies under Article XVII, this ------------ Lease is terminated, the Lessee shall, upon the request of the Lessor, exercise all commercially reasonable efforts to provide the Lessor or other purchaser of the Property, effective on the Expiration Date or earlier termination of this Lease, with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use and operate the Property for its intended purposes (to the extent such items are transferable), (ii) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, repair, access to or maintenance of the Property, and (iii) any service agreements, contracts or subcontracts in existence at such time relating to the use and operation of the Property, in each case to the extent assignable. All assignments, licenses, easements, agreements and other deliveries required by clauses (i), (ii) and (iii) of this Section 22.3 shall be in form satisfactory ------------ to the Lessor and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.
Support Obligations. Schedule 3.26 sets forth a true and complete list of all of the Support Obligations.