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.
Appears in 4 contracts
Samples: Purchase Agreement (Alere Inc.), Purchase Agreement (Quidel Corp /De/), Purchase Agreement (Alere Inc.)
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 Triage Business that constitute Assumed Liabilities (together the “Seller Guarantees”), and Purchaser shall, to the extent in accordance with the procedures set forth in Article XXI, 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.
Appears in 4 contracts
Samples: Triage Purchase Agreement (Alere Inc.), Triage Purchase Agreement (Quidel Corp /De/), Purchase Agreement (Alere Inc.)