Common use of Business Guarantees Clause in Contracts

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. (b) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Closing Date, Seller and the Retained Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees. (c) Buyer shall indemnify and hold harmless Seller and its Affiliates from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees.