Common use of Business Guarantees Clause in Contracts

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) Buyer recognizes that Parent shall, and certain of shall cause its Affiliates to, with respect to those Business Guarantees that have provided credit support been identified to Buyer by Sapphire at least five (5) Business Days in advance of 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 Relevant Closing (the “Identified Business Guarantees”) ), use reasonable best efforts, and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Sellers shall provide all reasonable assistance as is necessary to Buyer shall use and its commercially reasonable efforts to Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSellers, on or before the Closing DateRelevant Closing, valid and binding written releases of Parent and its Subsidiaries, as applicable, from the Retained Entities under any Liability, whether arising before, on or after the Closing Date, under the Identified Business Guarantees set forth on Section 5.21 in effect as of the Seller Disclosure ScheduleRelevant Closing, which release shall be effective as of the at such Relevant Closing, including, as applicable, by which may include providing substitute guarantees, guarantees and furnishing letters of credit, instituting escrow agreementsarrangements, posting surety or performance bonds or making other arrangements as the beneficiary such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) identified by Sapphire to Buyer has not been released as of at the Relevant Closing Date, then Buyer shall continue shall, for up to 180 days following the Relevant Closing Date, use its commercially reasonable best efforts after the such Closing to cause as each such unreleased Identified Business Guarantee to be released promptly as possible by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the complete contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and unconditional the terms of the applicable Business Guarantee to terminate, obtain release of Parent or otherwise limit its Liability under any and its Affiliates under such all outstanding Business GuaranteeGuarantees. Buyer shall, and hereby agrees to, shall indemnify and hold harmless Parent and its Subsidiaries the Retained Entities from and after the Relevant Closing for any amounts required Liabilities based upon, arising out of, or relating to be paid under any Business Guarantees. Notwithstanding Guarantees incurred by such Retained Entities after the foregoing, for purposes of this Section 5.21, references to “Relevant 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. 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 (a) Specified OUS Assets or Specified OUS Liabilities to be transferred at the “Closing” (as defined in the India Purchase Agreement) shall instead refer to the consummation of the transactions contemplated by “Closing” or “Closing Date” (each as defined in the India Purchase Agreement), (b) Specified OUS Assets or Specified OUS Liabilities to be transferred at an applicable “Later Closing” (as defined in the India Purchase Agreement) shall instead refer to the applicable “Later Closing” or “Later Closing Date” (each as defined in the India Purchase Agreement), (c) Later Purchased Assets or Later Assumed Liabilities shall instead refer to the applicable Later Closing or Later Closing Date, respectively and (d) Initial Purchased Assets or Initial Assumed Liabilities to be transferred or assumed at the Delayed Closing shall refer to the Delayed Closing or Delayed Closing Date, respectively.

Business Guarantees. Buyer recognizes that Parent and certain of its Affiliates have provided credit support to the BusinessParent, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, letters of credit, bonds, sureties Seller 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 cooperate and use its their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the Closing DateClosing, 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 any Business Guarantees set forth listed on Section 5.21 Schedule 5.07 (which Parent shall be permitted to update from time to time prior to Closing to reflect existing (but only to the extent any such additional existing Business Guarantees do not exceed $5,000,000 in the aggregate), new or replacement Business Guarantees entered into in the ordinary course of business) (each a “Scheduled Guarantee”) in effect as of the Seller Disclosure ScheduleClosing, 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 counterparty may reasonably request. If any Business Scheduled 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 Parent, the Sellers and Buyer shall continue to use its their respective commercially reasonable efforts after the Closing to cause as promptly as possible each such unreleased Scheduled Guarantee to be released promptly. Notwithstanding anything to the complete contrary herein, the Parties acknowledge and unconditional release of agree that at any time on or after the Closing Date, Parent and its Affiliates Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under such Business Guaranteeany and all outstanding Scheduled Guarantees. Buyer shall, and hereby agrees to, shall 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) From and after the date hereof, (a) Buyer recognizes that Parent and certain Seller shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates have provided credit support Subsidiaries to be substituted in all respects for Seller or any Retained Subsidiary in respect of, all obligations under such Business Guarantees, (b) Buyer shall indemnify and hold harmless Seller Indemnitees for any Damages arising from or relating to such Business Guarantees, including any fees in connection with the Business, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, issuance and maintenance of any letters of credit, bonds, sureties and (c) Buyer shall not permit any of the Purchased Subsidiaries to (i) renew or extend the term of (other credit support or assurances provided by Parent or its Affiliates in support than the exercise of any Asset or Assumed Liability (the “Business Guarantees”) and that Parent may enter into additional Business Guarantees after the Agreement Date existing renewal options expressly set forth in the ordinary course applicable Contract), (ii) increase its obligations under, (iii) transfer to a third party (other than in connection with a full sale of businessthe Business to such third party pursuant to which such third party has expressly agreed in writing to be bound by the same obligations as Buyer under this Section 6.11, mutatis mutandis; provided, that no such transfer shall relieve Buyer of its obligation to indemnify the Seller Indemnitees under this Section 6.11), or (iv) amend in any manner that would reasonably be expected to increase the Liabilities or other obligations of Seller under or related to, any loan, Contract or other obligation underlying any such Business Guarantee; provided, however, that nothing contained herein will preclude Buyer from exercising existing options to renew or extend any Lease or any amendment so long as the beneficiary of the applicable Business Guarantee shall have executed an agreement expressly agreeing to limit the Liability of Seller under the applicable Business Guarantee to those Liabilities in existence as of immediately prior to such amendment. To the extent that Seller or the Retained Subsidiaries have performance obligations under any Business Guarantee, Buyer shall will use its commercially reasonable efforts to obtain from (x) perform such obligations on behalf of Seller and the respective beneficiary, Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to put Seller and the Retained Subsidiaries in form and substance reasonably satisfactory to Parent, on or before the Closing Date, valid and binding written releases of Parent and its Subsidiaries, same position 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 shallif Buyer, and hereby agrees tonot Seller or a Retained Subsidiary, 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” had performed 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 Agreementwere performing such obligations.

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”a) 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 DateClosing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the any Business Guarantees set forth on Section 5.21 in effect as of the Seller Disclosure ScheduleClosing, which release shall be effective as of the Closing, including, as applicable, including by providing substitute guarantees, guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow agreementsarrangements, posting surety or performance bonds or making other arrangements as the beneficiary counterparty may reasonably request. If Subject to Section 5.07(b), 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 shall, for one hundred eighty (180) days following the closing, use its commercially reasonable efforts after the Closing to cause as promptly as possible each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the complete contrary herein but subject to Section 5.07(b), the Parties acknowledge and unconditional release of agree that at any time on or after the Closing Date, Parent and its Affiliates Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under such any and all outstanding Business GuaranteeGuarantees. Buyer shall, and hereby agrees to, shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any amounts required Liabilities arising out of or relating to be paid under any Business Guarantees. Notwithstanding Guarantees which relate to periods following the foregoingClosing, for purposes of this and such indemnification obligations shall not be subject to any limitations on liability set forth in 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 Agreement9.04.

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”a) 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 replace each Business Guarantee set forth on Section 5.09(a) of the Seller Disclosure Schedule (a “Section 5.09 Business Guarantee”) and obtain from the respective beneficiarybeneficiary thereof, in form and substance reasonably satisfactory to ParentSeller, on or before the Closing DateClosing, valid and binding written full and unconditional releases of Parent Seller and its SubsidiariesSubsidiaries (other than the Transferred Entities and the JV Entities), as applicable, from any Liability, whether arising before, on or after the Closing Date, under the such Section 5.09 Business Guarantees set forth on Section 5.21 of the Seller Disclosure Schedule, which release shall be Guarantee effective as of the Closing. In furtherance of the foregoing, includingBuyer shall (i) provide substitute guarantees with terms and conditions that are at least as favorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantees, as applicable, by providing substitute guarantees, furnishing and (ii) furnish such letters of credit, instituting institute such escrow agreementsarrangements, posting post such surety or performance bonds or making make such other arrangements as the beneficiary counterparty may reasonably requestrequest (and in each case on terms and conditions that are at least as favorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantee). If In respect of any Section 5.09 Business Guarantee (whether or not set forth on Section 5.21 that is a letter of the Seller Disclosure Schedule) has not been released as of the Closing Datecredit, then Buyer shall continue to use its commercially reasonable efforts after to (A) cause the Closing applicable beneficiary to accept a replacement letter of credit issued by an existing or new financial institution for the account of Buyer, (B) cause as promptly as possible such existing letter of credit to be “rolled” into a new financing agreement of Buyer (or one of its Subsidiaries) and the complete existing letter of credit issuer and unconditional release of Parent and its Affiliates under such Business Guarantee. Buyer shall, and hereby agrees to, indemnify and hold harmless Parent releasing Seller and its Subsidiaries from with respect to any obligation thereto, and/or (C) provide cash or other collateral or a letter of credit or other credit back-stop in the full amount of such letter of credit for the benefit of Seller or its applicable Subsidiary and after the Closing bank or financial institution issuing such letter of credit. Buyer acknowledges and agrees that it shall be solely responsible for ensuring that any amounts required credit support provided pursuant 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 5.09 satisfies all of the transactions contemplated credit support provisions of the applicable Contract, Law or Permit to which it relates. Seller will, and will cause its Subsidiaries to (at no cost to any of them), reasonably cooperate with Buyer (subject to Section 5.09(e)) in connection with the performance of Buyer’s obligations under this Section 5.09(a). For the avoidance of doubt, it is specifically acknowledged and agreed by the India Purchase Agreement.Parties that neither Seller nor any of its Subsidiaries shall be obligated to incur, pay, reimburse any cost or expense or take on any Liability in order to replace the Section 5.09

Business Guarantees. (a) Buyer recognizes that Parent shall, and certain of shall cause its Affiliates to, with respect to those Business Guarantees that have provided credit support been identified to Buyer by Sapphire at least five (5) Business Days in advance of 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 Relevant Closing (the “Identified Business Guarantees”) ” ), use reasonable best efforts, and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Sellers shall provide all reasonable assistance as is necessary to Buyer shall use and its commercially reasonable efforts to Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSellers, on or before the Closing DateRelevant Closing, valid and binding written releases of Parent and its Subsidiaries, as applicable, from the Retained Entities under any Liability, whether arising before, on or after the Closing Date, under the Identified Business Guarantees set forth on Section 5.21 in effect as of the Seller Disclosure ScheduleRelevant Closing, which release shall be effective as of the at such Relevant Closing, including, as applicable, by which may include providing substitute guarantees, guarantees and furnishing letters of credit, instituting escrow agreementsarrangements, posting surety or performance bonds or making other arrangements as the beneficiary such counterparty may reasonably request. Buyer shall use reasonable best efforts to provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee (whether identified by Sapphire or not set forth on Section 5.21 of the Seller Disclosure Schedule) Emerald to Buyer has not been released as of at the Relevant Closing Date, then Buyer shall continue shall, for up to 180 days following the Relevant Closing Date, use its commercially reasonable best efforts after the such Closing to cause as each such unreleased Identified Business Guarantee to be released promptly as possible by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the complete contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and unconditional the terms of the applicable Business Guarantee to terminate, obtain release of Parent or otherwise limit its Liability under any and its Affiliates under such all outstanding Business GuaranteeGuarantees. Buyer shall, and hereby agrees to, shall indemnify and hold harmless Parent and its Subsidiaries the Retained Entities from and after the Relevant Closing for any amounts required Liabilities based upon, arising out of, or relating to be paid under any Business Guarantees. Notwithstanding Guarantees incurred by such Retained Entities after the foregoing, for purposes of this Section 5.21, references to “Relevant 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. Buyer recognizes that Parent and certain (b) If any Section 5.09 Business Guarantee has not been released as of its Affiliates have provided credit support to the BusinessClosing, the Purchased Assets or the Transferred Closing will proceed and Buyer shall, and shall cause its Subsidiaries pursuant to guaranteesto, letters of credit, bonds, sureties from 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 Closing, (i) use its commercially reasonable efforts to as promptly as possible replace each Section 5.09 Business Guarantee and obtain from the respective beneficiarybeneficiary thereof, in form and substance reasonably satisfactory to Parent, on or before the Closing DateSeller, valid and binding written full and unconditional releases of Parent Seller and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the such Section 5.09 Business Guarantees set forth on Section 5.21 of the Seller Disclosure Schedule67| Guarantee, which release shall be effective as of the Closing, includingincluding by continuing to undertake all actions required pursuant to Section 5.09(a), as applicable(ii) not effect any amendments or modifications or any other changes to, by providing substitute guaranteesor assign, furnishing letters of creditauthorize or transfer to a third party, instituting escrow agreementsany Contracts, posting surety Permits or performance bonds or making other arrangements as the beneficiary may reasonably request. If obligations to which any Business Guarantee (whether or not set forth on Section 5.21 of the Section 5.09 Business Guarantees relate, or otherwise take any action that would reasonably be expected to materially increase, extend or accelerate the Liability of Seller Disclosure Schedule) has not been released as or any of the Closing Dateits Subsidiaries under, 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 any Section 5.09 Business Guarantee, without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Buyer shallSeller will, and hereby agrees to, indemnify and hold harmless Parent and will cause its Subsidiaries from and after to (at no cost to any of them), reasonably cooperate with Buyer in connection with the Closing for any amounts required to be paid performance of Buyer’s obligations under any Business Guarantees. Notwithstanding the foregoing, for purposes clause (i) 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 Agreement5.09(b).

Business Guarantees. (a) Seller and Buyer recognizes that Parent will cooperate 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 their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSeller, on or before the Closing DateClosing, valid and binding written releases of Parent Seller and its Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under the any Business Guarantees set forth on Section 5.21 in respect of obligations of the DVU Transferred Entities listed on Schedule 5.07 (which Seller Disclosure Schedulewill be permitted to update from time to time prior to Closing) (each a “Scheduled Guarantee”) in effect as of the Closing, which release shall will 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 counterparty may reasonably request. If any Business Scheduled 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 Seller and Buyer shall continue to will use its their respective commercially reasonable efforts after the Closing to cause as promptly as possible each such unreleased Scheduled Guarantee to be released promptly. Notwithstanding anything to the complete contrary herein, the Parties acknowledge and unconditional agree that at any time on or after the Closing Date, Seller and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of Parent or otherwise limit their Liability under any and its Affiliates under such all outstanding Business GuaranteeGuarantees. Buyer shall, and hereby agrees to, will indemnify and hold harmless Parent Seller and its Subsidiaries from and after the Closing for any amounts required to be paid under any Business Guarantees. Notwithstanding Scheduled Guarantee (solely to the foregoing, extent such amounts relate solely to actions or omissions of Buyer or the DVU Transferred Entities following the Closing Date) for purposes which Seller and its Subsidiaries have not been released of any Liability pursuant to 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 Agreement5.07.

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”a) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer Seller shall use its commercially reasonable efforts to cause (i) the Chromalloy Subsidiaries to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentBuyer, on or before the Closing Date, legal, valid and binding written unconditional releases of Parent and its Subsidiaries, as applicable, the Precoat Subsidiaries from any Liability, whether arising before, on or after the Closing Date, under the any Business Guarantees set forth on Section 5.21 of the Seller Disclosure Schedule(Chromalloy), which release shall be effective as of the Closing, includingand (ii) the Precoat Subsidiaries to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, legal, valid and binding written unconditional releases of the Chromalloy Subsidiaries from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees (Precoat), which shall be effective as applicableof the Closing, in each case including by providing substitute guaranteescausing the Chromalloy Subsidiaries or the Precoat Subsidiaries, furnishing respectively, to furnish letters of credit, instituting institute escrow agreementsarrangements, posting post surety or performance bonds or making make such other arrangements as the beneficiary counterparty may reasonably request. If any Business Guarantee (whether or not set forth on Section 5.21 request and in the case of such obligations of the Seller Disclosure Schedule) has Precoat Subsidiaries, as approved by Buyer (such approval 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 foregoingunreasonably withheld, for purposes of this Section 5.21, references to “Closing” conditioned 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 Agreementdelayed).

Business Guarantees. (a) Buyer recognizes that Parent shall, and certain of shall cause its Affiliates have provided credit support to the BusinessSubsidiaries to, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, letters of credit, bonds, sureties from 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 Closing, (i) use its commercially reasonable efforts to to, as promptly as practicable, replace each Business Guarantee set forth on Section 5.09(a) of the Seller Disclosure Schedule (a “Section 5.09 Business Guarantee”) and/or obtain from the applicable issuing financial institution and/or respective beneficiarybeneficiary thereof, in form and substance reasonably satisfactory to Parent, on or before the Closing DateSeller, valid and binding written full and unconditional releases of Parent Seller and its SubsidiariesSubsidiaries (other than the Transferred Entities and the JV Entities), as applicable, from any Liability, whether arising before, on or after the Closing Date, under the such Section 5.09 Business Guarantees set forth on Section 5.21 of the Seller Disclosure Schedule, which release shall be Guarantee effective as of the Closing, including(ii) not effect any amendments or modifications or any other changes to, or assign, authorize or transfer to a third party, any Contracts, Permits or obligations to which any of the Section 5.09 Business Guarantees relate, or (iii) otherwise take any action that would reasonably be expected to materially increase, extend or accelerate the Liability of Seller or any of its Subsidiaries under, any Section 5.09 Business Guarantee, without in any such case under the foregoing clauses (i), (ii) or (iii), Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). In furtherance of the foregoing, Buyer shall (A) provide substitute guarantees with terms and conditions that are at least as applicablefavorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantees, by providing substitute guarantees, furnishing and (B) furnish such letters of credit, instituting institute such escrow agreementsarrangements, posting post such surety or performance bonds bonds, obtain releases or making amendments, or make such other arrangements as the beneficiary counterparty may reasonably request. If any Business Guarantee request (whether or not set forth and in each case on Section 5.21 terms and conditions that are at least as favorable to the counterparty as the terms 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 applicable 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.5.09