Business Guarantees. Buyer recognizes that Parent and certain of its Affiliates have provided credit support to the Business, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Parent or its Affiliates in support of any Asset or Assumed Liability (the “Business Guarantees”) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the Closing Date, valid and binding written releases of Parent and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the Business Guarantees set forth on Section 5.21 of the Seller Disclosure Schedule, which release shall be effective as of the Closing, including, as applicable, by providing substitute guarantees, furnishing letters of credit, instituting escrow agreements, posting surety or performance bonds or making other arrangements as the beneficiary may reasonably request. If any Business Guarantee (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) has not been released as of the Closing Date, then Buyer shall continue to use its commercially reasonable efforts after the Closing to cause as promptly as possible the complete and unconditional release of Parent and its Affiliates under such Business Guarantee. Buyer shall, and hereby agrees to, indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any amounts required to be paid under any Business Guarantees. Notwithstanding the foregoing, for purposes of this Section 5.21, references to “Closing” or “Closing Date” in respect of Specified OUS Assets or Specified OUS Liabilities shall instead refer to the consummation of the transactions contemplated by the India Purchase Agreement.
Business Guarantees. (a) Without limiting Section 5.23(b) in any respect, Buyer shall, at its sole expense, use commercially reasonable efforts to cause itself or its Affiliates to be substituted in all respects for Seller and any of its Affiliates, and for Seller and its Affiliates to be fully released, effective as of the Closing, in respect of, or otherwise terminate (and cause Seller and its Affiliates to be released in respect of), all obligations of Seller and its Affiliates under each Specified Business Guarantee (including, in each case, by delivering at Closing (i) executed agreements to assume reimbursement obligations for such Specified Business Guarantees, (ii) executed instruments of guaranty, letters of credit or other instruments requested by any banks, landlords, customers or other counterparties with respect to any Specified Business Guarantees, and (iii) any other documents reasonably requested by Seller in connection with this Section 5.23). In furtherance and not in limitation of the foregoing, at the request of Seller or any of its Affiliates and subject to any required third-party consents, Buyer shall and shall cause its Affiliates to assign or cause to be assigned any Contract or Permit underlying such Specified Business Guarantee to an Affiliate of Buyer meeting the applicable net worth and other requirements in such Contract or Permit to give effect to the provisions of the preceding sentence. For any Specified Business Guarantees for which Buyer or its Affiliates are not substituted in all respects for Seller and its Affiliates (or for which Seller or any of its Affiliates are not released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller and its Affiliates to be released in respect thereof), Buyer shall continue to use its reasonable best efforts and shall cause its Affiliates to use their reasonable best efforts to effect such substitution or termination and release as soon as practicable after the Closing. Without limiting the foregoing, Buyer shall not, and shall cause its Affiliates not to, extend or renew any Contract or Permit containing or underlying a Specified Business Guarantee unless, prior to or concurrently with such extension or renewal, Buyer or its Affiliates are substituted in all respects for Seller and its Affiliates, and Seller and its Affiliates are released in respect of all obligations under such Specified Business Guarantee. If any other Business Guarantee is identif...
Business Guarantees. (a) Buyer shall use its commercially reasonable efforts, with the cooperation of the Seller, to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing, valid and binding written releases of Seller and its Affiliates, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the Closing, which shall be effective as of the Closing, including by providing substitute guarantees with terms that are no more favorable to the counterparty than the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. If any Business Guarantee has not been released as of the Closing Date, then Buyer shall use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly.
Business Guarantees. (a) Prior to the Closing, Buyer and Seller shall reasonably cooperate and shall each use commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing, valid and binding written unconditional releases of Seller and its Affiliates, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the Business Guarantees set forth on Schedule 1.01(c) as such schedule may be amended from time to time before, on or after the Closing Date with respect to the Lease Guarantees (the “Listed Business Guarantees”), which releases shall be effective as of the Closing; provided, however, that this Section 5.10(a) shall not require Buyer to obtain any new or replacement letter of credit, comfort letter, bond, surety or other credit support or otherwise post any similar security obligation or (directly, or indirectly as a result of the release occurring) incur any cost or expense in connection with such efforts.
Business Guarantees. (a) The Purchaser shall use reasonable best efforts to:
Business Guarantees. Following the Closing, the Purchaser and the Seller shall, and shall cause the Company or one or more of the Subsidiaries to, contact the third parties that are party to, and beneficiaries of, the Business Guarantees, and request that the Purchaser, the Company or one or more of the Subsidiaries be substituted in all respects for the Seller or any of its Affiliates (other than the Company and the Subsidiaries), effective as soon as practicable after the Closing, in respect of all obligations of the Seller or any of its Affiliates (other than the Company and the Subsidiaries) under each of the Business Guarantees to which the Seller or any of its Affiliates (other than the Company and the Subsidiaries) is a party so that, in any such case, the Purchaser, the Company or any Subsidiary shall be solely responsible under the terms of the applicable Business Guarantees; provided, however, that notwithstanding the foregoing, neither the Company nor any Subsidiaries shall be required to pay any fee in connection with the foregoing (other than reasonable expenses of counsel). In furtherance of the foregoing, the Purchaser and the Seller agree to cause the Company to indemnify and hold harmless the Seller and its Affiliates (other than the Company and the Subsidiaries) from any Loss suffered or incurred by the Seller or any of its Affiliates (other than the Company and the Subsidiaries) in connection with any such Business Guarantees.
Business Guarantees. 12.7 The Purchaser shall use all reasonable efforts to ensure that, at the Applicable Completion, the Seller and the other members of the Seller Group are released in full from all guarantees, indemnities, counter indemnities, letters of credit, letters of comfort or any similar assurances of any nature given to a third party by a member of the Seller Group (or by a financial institution in connection with a banking arrangement of any member of the Seller Group) in respect of any obligation of the Business (the “Business Guarantees”). Pending release of any Business Guarantee referred to in this clause 12.7, the Purchaser shall indemnify the Seller and each member of the Seller Group against any losses incurred by it after Completion under or by reason of that Business Guarantee.
Business Guarantees. (a) Except with respect to the Business Guarantee contemplated on Schedule 7.21 (the “Seller Guarantee”), with respect to any Business Guarantee delivered to Purchaser not later than thirty (30) days prior to the Closing Date (the “Identified Business Guarantees”), Purchaser shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing, valid and binding written releases of Seller and its Affiliates (other than the Acquired Company), as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Identified Business Guarantees provided to any Person (other than Seller and its Affiliates) in effect as of the Closing to the extent such Liability is related to obligations of the Acquired Company, including by using commercially reasonable efforts to provide substitute guarantees with terms that are consistent in all material respects as the terms of the applicable Identified Business Guarantees and by using commercially reasonable efforts to furnish letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. If any such Identified Business Guarantee has not been so released as of the Closing Date, then Purchaser shall continue to use its commercially reasonable efforts after the Closing to cause each such unreleased Identified Business Guarantee to be released as promptly as reasonably practicable. Seller shall, and shall cause its Affiliates to, reasonably cooperate with Purchaser and its Affiliates in order to obtain such releases or substitutions.
Business Guarantees. (a) Other than with respect to each Business Guarantee (Fluids) listed on Schedule 1.01(a), Seller has received valid and binding written unconditional releases of the Non-Fluids Subsidiaries from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees (Fluids), including by causing the Non-Fluids Subsidiaries or the Fluids Entities, respectively, to furnish letters of credit, institute escrow arrangements, post surety or performance bonds or make such other arrangements as the counterparty may reasonably request.
Business Guarantees. (a) Prior to the Closing, Buyer and Seller shall, and shall cause their respective Affiliates to, cooperate and use their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, valid and binding written unconditional releases of Seller and any Retained Entity, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees and any other guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Seller or any of the Retained Entities in support of any obligation of the Business (other than those set forth on Schedule 1.01(a)) identified in writing by Seller to Buyer following the date of this Agreement (“Additional Business Guaranties”), which shall be effective as of the Closing, including by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request.
