Common use of Support Obligations Clause in Contracts

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. 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 5.10 (the “Support Obligations”). Schedule 5.10 sets forth a true and complete list of all of the Support Obligations in effect as of the Effective Date. During the Interim Period, Purchaser shall use commercially reasonable efforts to negotiate a replacement of such Support Obligations with the beneficiaries thereof and to such that on the Closing Date Purchaser shall effect the complete and unconditional release of all other of the 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. 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 3.17 (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 Seller’s Pro Rata Share of any such draw or demand for payment under any Support Obligation in proportion to Seller’s share of Class B InterestsObligation. 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 provided, that Purchaser’s indemnification obligations under clause (i) shall not affect Seller’s indemnification obligations under Section 11.01.

Support Obligations. Purchaser acknowledges that Seller and certain Affiliates have provided certain (a) With respect to each guaranty, letter of credit, indemnity, performance or surety bond, lien structure or similar credit support arrangement issued by or for the account of any Acquired Company that is listed in Section 6.10 of the Seller Disclosure Schedule or, if not required to be issued as of the date of this Agreement, are otherwise required pursuant to the support obligations and related agreements terms of the Material Contracts as described on in Section 6.10 of the Seller Disclosure Schedule 3.26 (collectively, the “Support Obligations”). During , the Interim Period, Purchaser shall use commercially reasonable efforts (and the Sellers shall reasonably cooperate with the Purchaser’s efforts) to negotiate obtain, prior to the Closing, substitute credit support arrangements in replacement for the Support Obligations and to procure that the Sellers, its Affiliates and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under the Support Obligations, in each case, in form and substance reasonably satisfactory to the Sellers. The Purchaser’s commercially reasonable efforts shall include offering each counterparty to a Support Obligation replacement credit support meeting the requirements of the Contract underlying such Support Obligation. (b) If the Purchaser, despite using commercially reasonable efforts, is unable to obtain such release of the Sellers, its Affiliates and, where applicable, their sureties or letter of credit issuers prior to the Closing, then the Sellers shall maintain, or cause to be maintained, such Support Obligations with until the beneficiaries thereof and to effect earlier of the complete and unconditional release respective current expiration dates of all other the Support Obligations in a manner reasonably satisfactory to Purchaser, Seller and the beneficiaries thereofdate that is twelve (12) months after the Closing Date, including by means in the amount, for the term and in the form required pursuant to the applicable Contract or Law (in each case, as in effect as of Closing) under which such Support Obligation was provided, and the Purchaser shall (A) provide the Sellers a letter of credit, escrowin form and substance reasonably acceptable to the Sellers, posting that shall (x) be issued by a bond or cash depositcommercial bank with ratings of at least “A-” by Standard & Poor’s Ratings Groups (a division of McGraw Hill, or other arrangements. Seller agrees Inc.) and at least “A3” by ▇▇▇▇▇’▇ Investor Services, Inc., (y) have a stated amount equal to the maximum amount that if, following may be drawn under the Closing, such replaced Support Obligations are that remain in effect after the Closing and (z) provide that Sellers may make a draw thereunder if any of such Support Obligations is drawn on or payment is demanded thereunder, Seller will indemnify and hold harmless Purchaser and its Affiliates (as applicable) for its pro rata percentage by the beneficiary thereof up to the amount of any such draw or demand for payment under (provided that if any Support Obligation is drawn upon, Sellers shall have no obligation to replace the same), (B) indemnify, defend and hold harmless the Sellers and their Affiliates from and against any and all Liabilities incurred by the Sellers or their Affiliates in proportion to Seller’s share of Class B Interests. To connection with such Support Obligations from and after Closing (including the extent that Purchaser cannot cause the release, termination and replacement payment of any reasonable, documented out-of-pocket costs incurred by the Sellers or their Affiliates in maintaining such Support Obligation) and (C) use commercially reasonable efforts to procure that the Sellers, their Affiliates and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under the Support Obligations as soon as practicable after the Closing. On the date that is the earlier of (1) the respective current expiration dates of the Support Obligations, (2) twelve (12) months after the Closing Date and (3) the date on which the applicable Support Obligation is replaced by the Purchaser, the Sellers may terminate, or may cause the termination of, any applicable Support Obligations for which Purchaser has not obtained such substitution, termination or release as contemplated by this Section 6.10 (“Terminated Credit Support”), and at such time the Sellers shall cause any letter of credit provided to the Sellers pursuant to this Section 6.10 to be immediately terminated and promptly returned to the Purchaser pursuant to documentation reasonably requested by the Purchaser. Without limiting the Purchaser’s obligations under clause (B) above, if a Seller or an Affiliate thereof incurs any liability or cost after the Closing in connection with the Terminated Credit Support, Purchaser shall (i) indemnify indemnify, defend and hold harmless such Seller and its Affiliates (as applicable) from and against 75% of any and all Losses that may be suffered, Liabilities 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 its Affiliates in connection with the Terminated Credit Support. (c) For the avoidance of doubt (i) any such Affiliate substitute credit support arrangements shall not be taken into account for purposes of Seller under any Support Obligation) with respect to determining the full extent of such Support Obligation Purchase Price, and (ii) diligently continue nothing in this Section 6.10 shall require Sellers to seek extend the release, termination and replacement term of any Support Obligations beyond the date of which such Support Obligation; provided that Purchaser’s indemnification obligations under clause Obligations would otherwise expire in accordance with the terms thereof (i) shall not affect Seller’s indemnification obligations under Section 11.01as existing on the date hereof).