Credit and Performance Support Obligations. Purchaser shall use its reasonable best efforts to cause the Asset Seller Entities and their respective Affiliates to be absolutely and unconditionally relieved at the Closing of all Liabilities arising out of the letters of credit, performance bonds, corporate guarantees and other similar items issued and outstanding in connection with the Business that constitute Assumed Liabilities (together the “Seller Guarantees”), and Purchaser shall, to the extent in accordance with the procedures set forth in Article X, indemnify the Asset Seller Entities, Xxxxxx and their respective Affiliates against any Losses arising with respect to such Liabilities. Purchaser agrees to continue to use its reasonable best efforts after the Closing to relieve the Asset Seller Entities, Xxxxxx and their respective Affiliates of all such Seller Guarantees.
Credit and Performance Support Obligations. The Acquiror agrees to use commercially reasonable efforts to cause the Company and its Affiliates to be absolutely and unconditionally relieved on or prior to the Closing Date of all Liabilities and obligations arising out of any guaranties, letters of credit, performance bonds and other similar items issued and outstanding in connection with or for the benefit of the Business or in respect of the Transferred Assets (such Liabilities and obligations contained in Section 5.9 of the Disclosure Schedule, the “Support Obligations”; provided that the Company may supplement the Liabilities and obligations listed on Section 5.9 of the Disclosure Schedule from time to time prior to Closing to include any additional Support Obligations relating to the Transferred Assets entered into in accordance with this Agreement), including by causing one or more of the Acquiror or its Affiliates to be substituted in all respects for the Company and its Affiliates in respect of such Support Obligations. To the extent the Company or any of its Affiliates is not absolutely and unconditionally relieved of all Support Obligations on or prior to the Closing Date, the Acquiror shall, from and after the Closing, indemnify the Company and its Affiliates against all Losses of any kind whatsoever with respect to such failure and from and against any continuing Support Obligations (each such Support Obligation, until such time as it is released in accordance with this Section 5.9, a “Continuing Support Obligation”). From and after the Closing, the Acquiror agrees to continue to use commercially reasonable efforts to absolutely and unconditionally relieve the Company and its Affiliates of all Continuing Support Obligations as promptly as practicable after the Closing Date. To the extent that the Company or any of the Company’s Affiliates has any performance obligations under any Continuing Support Obligations from and after the Closing, the Acquiror shall use reasonable best efforts to (x) perform, or cause its Affiliates to perform, such obligations on behalf of the Company or such Affiliate or (y) otherwise take such action as reasonably requested by the Company or such Affiliate so as to put the Company or such Affiliate in the same position as if the Acquiror had performed or was performing such obligations.
Credit and Performance Support Obligations. (a) Purchaser agrees to use all commercially reasonable efforts to cause Seller, Rexam and their respective Affiliates (other than the Purchased Entities) to be absolutely and unconditionally relieved on or prior to the Closing of all Liabilities arising out of the letters of credit, performance bonds, corporate guarantees and other similar items issued and outstanding in connection with the Business that are Assumed Liabilities (together the “Seller Guarantees”), and Purchaser shall, in accordance with the procedures set forth in Article IX, indemnify Seller, Rexam and their respective Affiliates (other than the Purchased Entities) against any Losses arising with respect to such Liabilities. Purchaser agrees to continue to use all commercially reasonable efforts after the Closing to relieve Seller and its Affiliates (other than the Purchased Entities) of all such Seller Guarantees.
Credit and Performance Support Obligations. Purchaser agrees to take commercially reasonable efforts to cause Sellers and their Affiliates (other than the Transferred Entities) to be absolutely and unconditionally relieved, on or prior to the Closing Date, of all Liabilities arising out of the letters of credit, performance bonds, corporate guarantees and other similar items issued and outstanding in connection with the Business and set forth on Section 5.16 of the Disclosure Schedules (collectively, “Credit Support Obligations”). To the extent Sellers and their Affiliates are not absolutely and unconditionally relieved of all such Liabilities on or prior to the Closing Date, Purchaser agrees (a) to continue after the Closing to take commercially reasonable efforts to absolutely and unconditionally relieve Sellers and their Affiliates of all such Liabilities and (b) with respect to any Credit Support Obligation for which Purchaser has not obtained an absolute and unconditional release of Seller and its Affiliates by the Closing Date (each such Credit Support Obligation, until such time as such Credit Support Obligation is released in accordance with this Section 5.16, a “Continuing Credit Support Obligation”), to indemnify Sellers and their Affiliates for any demand or draw upon, or withdrawal from, any Continuing Credit Support Obligation or any cash or other collateral posted by Sellers or their Affiliates in connection with or in the place of any such Continuing Credit Support Obligation and for the carrying costs of any cash collateral not replaced by Purchaser, the fronting fee costs, and any other out-of-pocket third party costs and expenses resulting from each such Continuing Credit Support Obligation.
Credit and Performance Support Obligations. Purchaser agrees to use all commercially reasonable efforts to cause Seller and its Affiliates (other than the Company and its Subsidiaries) to be absolutely and unconditionally relieved on or prior to the Closing of all Liabilities arising out of the letters of credit, performance bonds, corporate guarantees and other similar items issued and outstanding in connection with the Company and its Subsidiaries that are (i) set forth on Schedule 4.10 or (ii) entered into between the date hereof and the Closing Date in the ordinary course of business consistent with past practice and, in each case which are outstanding as of immediately prior to the Closing, and Purchaser shall indemnify Seller and its Affiliates (other than the Company and its Subsidiaries) against any Losses of any kind whatsoever with respect to such Liabilities. Purchaser agrees to continue to use all commercially reasonable efforts after the Closing to relieve Seller and its Affiliates (other than the Company and its Subsidiaries) of all such Liabilities.
Credit and Performance Support Obligations. The Purchaser agrees to use commercially reasonable efforts to cause the Seller and its Affiliates (other than the Acquired Companies) to be relieved on or prior to the Phase I Closing Date and the Phase II Closing Date, as applicable, of all Liabilities arising out of the letters of credit, performance bonds, keepwells, guarantees and other similar items issued and outstanding in connection with (and to the extent relating to) the applicable Portion of the Business in the ordinary course of business of the Acquired Companies or in respect of the Purchased Assets acquired by the Purchaser at such Closing (the “Credit Support Obligations”) set forth in Section 3.5(c) of the Seller Disclosure Schedule, and the Purchaser shall indemnify the Seller and its Affiliates against any Losses incurred by any of them with respect to claims or draws after the applicable Closing Date against any such Credit Support Obligations that have not been assumed or replaced by the Purchaser. The Purchaser agrees to continue to use all commercially reasonable efforts after the applicable Closing Date to relieve the Seller and its Affiliates of all such Liabilities.
Credit and Performance Support Obligations. Buyer agrees to use its commercially reasonable efforts to cause the Seller and its Affiliates to be absolutely and unconditionally relieved, of all liabilities and obligations arising out of the letters of credit listed on Schedule 5.12 (the “Business Letters of Credit”), by replacing such Business Letters of Credit as of the Closing Date; it being understood that if Buyer is not able to replace any such Business Letters of Credit, Buyer shall be obligated to collateralize such Business Letters of Credit with cash or back to back letters of credit, in each case equal to no more than 105% of the amount of such Business Letter of Credit. Seller shall provide Buyer with true and correct copies of all such Business Letters of Credit prior to the date of this Agreement, and shall promptly update Buyer in the event any such Business Letters of Credit are terminated or cancelled, or if replacement letters of credit are issued, and shall promptly provide Buyer with copies of any such new documentation in respect of such Business Letters of Credit.
Credit and Performance Support Obligations. Notwithstanding anything to the contrary in this Agreement, the Acquiror shall cause the Sellers and their respective Affiliates (other than the Company Group), including Mortxxxx Xxxxxxxxx, xx be absolutely and unconditionally relieved as soon as practicable after the Closing Date of all Liabilities and obligations arising out of the letters of credit, guarantees, set forth in Section 6.3 of the Disclosure Schedule, either by (a) causing one or more of the Acquiror or its Affiliates to issue replacement letters of credit within 60 days of the Closing Date or (b) causing backstop letters of credit in form and substance reasonably acceptable to the issuing bank and the Sellers (and the issuing bank of the relevant letter of credit set forth in Section 6.3 of the Disclosure Schedule) in respect of the outstanding letters of credit to be issued in respect of such Liabilities, and in either case, the Acquiror shall, and shall cause the Company to, indemnify the Sellers and its Affiliates against any Losses of any kind whatsoever with respect to such Liabilities.
Credit and Performance Support Obligations. The Buyer agrees to use its reasonable best efforts to cause Seller Parent and its Affiliates (other than the Sold Companies) to be absolutely and unconditionally relieved of all Liabilities arising after the Closing out of any guaranties, letters of credit, performance bonds and other similar items issued and outstanding in connection with or for the benefit of the Business of the Sold Companies or in respect of the Acquired Assets, all of which are set forth on Schedule 5.24, including by using its reasonable best efforts to cause the Buyer or its Affiliate to be substituted in all respects for Seller Parent and its Affiliates in respect of such Liabilities arising after the Closing, and the Buyer shall indemnify Seller Parent and its Affiliates (other than the Sold Companies) against any Losses of any kind whatsoever with respect to such Liabilities arising after the Closing; provided, the Buyer’s indemnification obligation solely with respect to credit guaranties shall in no event exceed the amount reserved for such guaranties on the Final Statement. To the extent that Seller Parent and its Affiliates are not absolutely and unconditionally relieved of all such Liabilities as of the Closing Date, the Buyer agrees to continue to use its reasonable best efforts to absolutely and unconditionally relieve Seller Parent and its Affiliates of all such Liabilities as promptly as practicable after the Closing Date.
Credit and Performance Support Obligations. (a) AGSA and AMPSA shall cooperate and use their commercially reasonable efforts to cause each AGSA Retained Subsidiary to be, prior to the AMP Closing Date, replaced or removed as a guarantor or obligor under, and released or relieved from any Liability arising out of, any letters of credit, performance bonds, corporate guarantees, statutory guarantees or obligations and other similar obligations outstanding in favor of a third party in connection with the AMP Business (together the “Transferred Guarantees”). Without limiting the generality of Section 3.3, from and after the AMP Closing, AMPSA shall indemnify each AGSA Entity against any Losses arising from or relating to any Transferred Guarantees. AGSA and AMPSA shall cooperate and use their commercially reasonable efforts after the AMP Transfer to relieve, remove, release or replace each AGSA Retained Subsidiary from any remaining Transferred Guarantees.
