Common use of Credit and Performance Support Obligations Clause in Contracts

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. (b) Seller agrees to use all commercially reasonable efforts to cause Purchaser and its Affiliates (including 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 that are Excluded Liabilities (together the “Purchased Entity Guarantees”), and Seller shall, in accordance with the procedures set forth in Article IX, indemnify Purchaser and its Affiliates (including the Purchased Entities) against any Losses arising with respect to such Liabilities. Seller agrees to continue to use all commercially reasonable efforts after the Closing to relieve Purchaser and its Affiliates (including the Purchased Entities) of all such Purchased Entity Guarantees.

Credit and Performance Support Obligations. (a) Purchaser agrees Buyers agree to use all commercially reasonable efforts to cause Seller, Rexam Sellers and their respective Affiliates (other than the Purchased EntitiesSold Companies) 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 that are Assumed Liabilities (together the “Seller Guarantees”)Business, and Purchaser shall, in accordance with the procedures set forth in Article IX, Buyers will indemnify Seller, Rexam Sellers and their respective Affiliates (other than the Purchased EntitiesSold Companies) against any Losses arising of any kind whatsoever with respect to such Liabilities. Purchaser agrees If such release cannot be effected in accordance with this Section 5.9(a) prior to Closing, Sellers or their applicable Affiliate will not terminate such Liabilities without the written consent of Buyer Parent; provided, however, that Buyers will enter into a separate arrangement with Sellers or their applicable Affiliate to guarantee the performance of the obligations of the relevant Person pursuant to the Contracts underlying such arrangements. Buyers agree to continue to use all commercially reasonable efforts after the Closing Date to relieve Seller Sellers and its their Affiliates (other than the Purchased EntitiesSold Companies) of all such Seller GuaranteesLiabilities. (b) Seller agrees Sellers agree to use all commercially reasonable efforts to cause Purchaser and its Affiliates (including the Purchased Entities) Sold Companies 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, bonds and corporate guarantees and other similar items issued and outstanding that are Excluded Liabilities for the benefit of Sellers and their Affiliates (together other than the “Purchased Entity Guarantees”Sold Companies), and Seller shall, in accordance with Sellers will indemnify Buyers and the procedures set forth in Article IX, indemnify Purchaser and its Affiliates (including the Purchased Entities) Sold Companies against any and all Losses arising of any kind whatsoever with respect to such Liabilities. If such release cannot be effected in accordance with this Section 5.9(b) prior to Closing, Buyers and the Sold Companies will not terminate such Liabilities without the written consent of Seller agrees Parent; provided, however, that Sellers will enter into a separate arrangement with Buyers and the Sold Companies to guarantee the performance of the obligations of the relevant Person pursuant to the Contracts underlying such arrangements. Sellers agree to continue to use all commercially reasonable efforts after the Closing Date to relieve Purchaser Buyers and its Affiliates (including the Purchased Entities) Sold Companies of all such Purchased Entity GuaranteesLiabilities.

Credit and Performance Support Obligations. (a) Purchaser agrees The Buyers agree to use all commercially reasonable efforts to cause Seller, Rexam IR and their respective its Affiliates (other than the Purchased EntitiesSold Companies) to be absolutely and unconditionally relieved on or prior to the Closing Date of all Liabilities liabilities and obligations arising out of the letters of credit, performance bonds, corporate guarantees and other similar items issued and outstanding in connection with the Business that of the Sold Companies or in respect of the Acquired Assets which are Assumed Liabilities (together the “Seller Guarantees”and are described in Schedule 5.14(a), and Purchaser shall, in accordance with the procedures set forth in Article IX, Buyers shall indemnify Seller, Rexam IR and their respective its Affiliates (other than the Purchased Entities) against any Losses arising of any kind whatsoever with respect to such Liabilitiesliabilities and obligations. Purchaser agrees The Buyers agree to continue to use all commercially reasonable efforts after the Closing Date to relieve Seller IR and its Affiliates (other than the Purchased Entities) of all such Seller Guaranteesliabilities and obligations. (b) Seller agrees The Sellers agree to use all commercially reasonable efforts to cause Purchaser the Buyers and its Affiliates (including the Purchased Entities) Sold Companies to be absolutely and unconditionally relieved on or prior to the Closing Date of all Liabilities liabilities, obligations or commitments arising out of the letters of credit, performance bonds, corporate guarantees bonds and other similar items issued and outstanding that which are Excluded Liabilities (together the “Purchased Entity Guarantees”)not Assumed Liabilities, and Seller shall, in accordance with the procedures set forth in Article IX, Sellers shall indemnify Purchaser the Buyers and its Affiliates (including the Purchased Entities) Sold Companies against any and all Losses arising of any kind whatsoever with respect to such Liabilitiesliabilities, obligations or commitments. Seller agrees The Sellers agree to continue to use all commercially reasonable efforts after the Closing Date to relieve Purchaser the Buyers and its Affiliates (including the Purchased Entities) Sold Companies of all such Purchased Entity Guaranteesliabilities, obligations or commitments.