Common use of Credit and Performance Support Obligations Clause in Contracts

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. The Acquiror Seller Parent agrees to use commercially reasonable efforts take any and all actions reasonably necessary to cause transfer and assign to Buyer any guaranties, bank guarantees, letters of credit, performance bonds, advance payment bonds, bid bonds or warranty bonds and other similar items (“Credit Support Agreements”) issued and outstanding in connection with or for the Company benefit of the Business of the Sold Companies or in respect of the Acquired Assets that are assignable or transferable. Buyer agrees to take any and all actions reasonably necessary (and Seller Parent and its Affiliates will cooperate with Buyer) to cause Seller Parent and its Affiliates (other than the Sold Companies) 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 “Credit 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)Agreements, including by causing one or more of the Acquiror Buyer or its Affiliates Affiliate to be substituted in all respects for the Company Seller Parent and its Affiliates in respect of such Support Obligations. To liabilities and obligations, in each case to the extent such relief and/or substitution is permitted under the Company or any of its Affiliates is not absolutely Credit Support Agreements, and unconditionally relieved of all Support Obligations on or prior to the Closing Date, the Acquiror shall, from and after the Closing, Buyer shall indemnify the Company Seller Parent and its Affiliates (other than the Sold Companies) against all any Losses of any kind whatsoever with respect to such failure liabilities and from obligations. To the extent that Seller Parent and against any continuing Support Obligations its Affiliates are not absolutely and unconditionally relieved of all such liabilities and obligations on or prior to the Closing Date, (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 i) Buyer agrees to continue to use commercially reasonable efforts take any and all actions reasonably necessary to absolutely and unconditionally relieve the Company Seller Parent and its Affiliates of all Continuing Support Obligations such Liabilities as promptly as practicable after the Closing Date, (ii) indemnify Seller Parent and Affiliates (other than the Sold Companies) in form and substance as reasonably acceptable to Seller Parent with respect to any such Liabilities under the Credit Support Agreements and (iii) cause a letter of credit to be issued, in form and substance and from a financial institution reasonably satisfactory to Seller Parent, naming Seller Parent and its Affiliates as beneficiaries, as security for any Liabilities under the Credit Support Agreement, provided, however, Buyer shall not be required to arrange for such letter of credit in support of any indemnity of an unsecured Seller Parent guarantee where failure to have such letter of credit would not affect Seller Parent’s liquidity under its credit facility or other similar arrangement, until such time as Seller Parent have been relieved of any such Liabilities. To the extent that the Company or Any costs associated with any termination of the Company’s Affiliates has Credit Support Agreements shall be borne by Seller Parent and any performance obligations under any Continuing Support Obligations from and after costs associated with the Closing, the Acquiror implementation of new or substituted arrangements of Buyer 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 be borne 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 obligationsBuyer.

Credit and Performance Support Obligations. The Acquiror agrees to Purchaser shall use its commercially reasonable best efforts to cause Seller and the Company Selling Entities (as applicable) and its their respective Affiliates to be absolutely and unconditionally relieved on or prior to the relevant Closing Date of all Liabilities and obligations arising out of any guaranties, the letters of credit, performance bonds bonds, custom bonds, corporate guarantees and other similar items issued and outstanding in connection with or for the benefit Business and Purchased Assets to which that Closing relates as listed in Section 5.11 of the Business or in respect of the Transferred Assets Seller Disclosure Schedule (such Liabilities and obligations contained in Section 5.9 of the Disclosure Schedule, together the “Support ObligationsSeller Guarantees”; 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 Purchaser shall, in accordance with this Agreement)the procedures set forth in Article 8, including by causing one or more indemnify Seller, the Selling Entities and their respective Affiliates against any Losses arising from the Seller Guarantees to the extent such Losses are the result of the Acquiror act or omission of Purchaser or its Designated 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 relevant Closing to which 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”)Seller Guarantees relate. From and after the Closing, the Acquiror Purchaser agrees to continue to use its commercially reasonable best efforts after the relevant Closing to absolutely which such Seller Guarantees relate to relieve Seller and unconditionally relieve the Company Selling Entities and its their respective Affiliates of all Continuing Support Obligations as promptly as practicable such Seller Guarantees to which the Closing relates; provided that Purchaser shall not be obligated to assume any Liability for the acts or omissions of Seller or the Selling Entities or their respective Affiliates (including for purposes of this Section 5.11 the Joint Venture) or any Liabilities that relate to the period prior to Closing. As a covenant under this Agreement, Seller shall cause all of the Seller Guarantees for each jurisdiction to be maintained in full force and effect for a period of up to 90 days following the applicable Closing for that jurisdiction. If the aggregate amount of Seller Guarantees at the Closing for that jurisdiction exceeds the Relevant Amount for that jurisdiction, then Seller shall cause to be maintained such Seller Guarantees in excess of the Relevant Amount in that jurisdiction for a period of up to 180 days following the applicable Closing (but only with respect to such excess). For purposes of this Section 5.11, “Relevant Amount” means $8,863,570 in Algeria, and $56,877,252 in Kuwait. The other terms upon which the Seller Guarantees will be maintained are set forth in the Transition Services Agreement and the Seller hereby agrees to maintain the Seller Guarantees for the periods referred to in 428928/HOUDMS the Transition Services Agreement. Seller shall update Section 5.11 of the Seller Disclosure Schedule to remove any Seller Guarantees that are no longer required, but shall only be entitled to add new Seller Guarantees to Section 5.11 of the Seller Disclosure Schedule where such new Seller Guarantees are required to be maintained pursuant to Drilling Contracts that have been entered into after the Closing Effective 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 which have been required for the importation of assets that are included within the Purchased Assets that are 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 be sold to put the Company or such Affiliate in the same position as if the Acquiror had performed or was performing such obligationsPurchaser.

Credit and Performance Support Obligations. The Acquiror Seller agrees to use take commercially reasonable efforts to cause cause: the Company and its Affiliates Acquired Companies to be absolutely and unconditionally relieved released, on or prior to the Closing Date Date, of all Liabilities and obligations arising out of any all guaranties, letters of creditEncumbrances, performance bonds and assurances or other similar items issued and outstanding in connection credit support provided by any Acquired Company 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 Seller Obligations; and the Acquiror or its Affiliates Seller to be substituted in all respects for released from the Company and its Affiliates in respect of such Support ObligationsDow Guarantee. To the extent the Company or any of its Affiliates is Acquired Companies are not absolutely and unconditionally relieved released of all Support Obligations such Liabilities on or prior to the Closing Date, the Acquiror shall, from and Seller agrees (a) to continue after the Closing, indemnify Closing to take commercially reasonable efforts to absolutely and unconditionally release the Company Acquired Companies of all such Liabilities and its Affiliates against all Losses of any kind whatsoever (b) with respect to such failure any Seller Obligations for which any Acquired Company has not obtained an absolute and from and against any continuing Support Obligations unconditional release of the Acquired Companies by the Closing Date (each such Support Seller Obligation, until such time as it such Seller Obligation is released in accordance with this Section 5.95.14, a “Continuing Support Seller Obligation”), to indemnify Purchaser and the Acquired Companies for any demand or draw upon, or withdrawal from, any Continuing Seller Obligation or any cash or other collateral posted by any Acquired Company in connection with or in the place of any such Continuing Seller Obligation and for the carrying costs of any cash collateral not replaced by the Seller, the fronting fee costs, and any other out-of-pocket costs and expenses resulting from each such Continuing Seller Obligation. From To the extent the Seller is not absolutely and unconditionally released from the Dow Guarantee on or prior to the Closing Date, the Purchaser agrees (a) to continue after the Closing, the Acquiror agrees Closing to continue to use take commercially reasonable efforts to absolutely and unconditionally relieve release the Company Seller from the Dow Guarantee and its Affiliates (b) to indemnify Seller for any demand or draw upon the Dow Guarantee and any other out-of-pocket costs and expenses resulting from each such demand or draw; provided, however, that such indemnity shall be limited to Liabilities covered by the Dow Guarantee and included on the consolidated balance sheet of all Continuing Support Obligations the Acquired Companies as promptly as practicable after of the Closing Date. To Date and any Liabilities covered by the extent that the Company Dow Guarantee incurred by Purchaser or any of the Company’s Affiliates has any performance obligations under any Continuing Support Obligations from and after Acquired Company following 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. The Acquiror agrees At or prior to the Closing, the Purchasers shall 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, arrange for substitute letters of credit, performance bonds guarantees by a Purchaser and other similar items issued obligations to replace (i) the letters of credit, guarantees and outstanding other contractual obligations entered into by or on behalf of the Sellers or any of their Affiliates in connection with any Target Company or for the benefit Business (the Seller LCs) outstanding as of the Business or in respect date of the Transferred Assets (such Liabilities this Agreement 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 set forth on Section 5.9 6.08 of the Disclosure Schedule from time to time prior to Closing to include and (ii) any additional Support Obligations relating to the Transferred Assets Seller LCs entered into in accordance the ordinary course of business consistent with past practice, on or after the date of this Agreement), including by causing one or more of Agreement and prior to the Acquiror or its Closing. The Purchasers shall cause the Sellers and their Affiliates to be substituted in all respects for removed and released, to the Company and its Affiliates extent practicable, effective as of the Closing, in respect of such Support Obligationsall obligations of the Sellers and their Affiliates under each Seller LC. To The Sellers will use commercially reasonable efforts to assist the extent Purchasers in fulfilling their obligations under this Section 6.08. The Purchasers will indemnify, defend and hold harmless the Company Sellers and their Affiliates against, and reimburse the Sellers and their Affiliates for, any and all out-of-pocket costs or expenses paid or incurred by the Sellers in connection with any of its Affiliates is Seller LC that has 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 been replaced in accordance with this Section 5.96.08, a “Continuing Support Obligation”). From including the Sellers’ and after their Affiliates’ out-of-pocket expenses in maintaining such Seller LCs, whether or not any such Seller LC is drawn upon or required to be performed, and will in any event promptly reimburse the Closing, the Acquiror agrees Sellers 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 any Seller LC is called upon and the Company Sellers or any of their Affiliates make any payment or are obligated to reimburse the Company’s Affiliates party issuing the Seller LC, provided that, in the event the Purchasers have provided written evidence that a Seller LC has any performance been replaced by a substitute letter of credit, guarantee or other obligation of the Purchasers, the Purchasers’ indemnification obligations under any Continuing Support Obligations from and after the Closingthis sentence shall terminate with respect to each such Seller LC at such time as that Seller LC is replaced by a substitute letter of credit, the Acquiror shall use reasonable best efforts to (x) perform, guarantee or cause its Affiliates to perform, such obligations on behalf other obligation of the Company or Purchasers, except with respect to any amounts outstanding with respect to the period preceding the applicable date on which 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 obligationsSeller LC has been replaced.