Credit Support Arrangements Clause Samples

Credit Support Arrangements. The Shareholder shall have received releases or other terminations, in form and substance reasonably satisfactory to the Shareholder, of all of the obligations of the Shareholder and its Affiliates under the Credit Support Arrangements with respect to the Foreign Subsidiaries.

Credit Support Arrangements. The Purchaser acknowledges that in the course of the conduct by the members of the Target Company Group of their business, the Sellers and their respective subsidiaries (other than any member of the Target Company Group) have entered into various arrangements (a) in which guarantees (including of performance under contracts, leases or agreements), letters of credit or other credit arrangements, including surety and performance bonds, were issued by or for the account of the Sellers and their respective subsidiaries (other than any member of the Target Company Group) or (b) in which the Sellers and their respective subsidiaries (other than members of the Target Company Group) are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any case to support or facilitate business transactions by such Target Company and its subsidiary. Such arrangements are referred to herein as the "CREDIT SUPPORT ARRANGEMENTS". Schedule 4.8 hereto lists all Credit Support Arrangements in effect on the date of this Agreement. Sellers will update Schedule 4.8 from time to time as new Credit Support Arrangements are entered into and existing Credit Support Arrangements expire, it being understood and agreed that Sellers will not, and will not permit their Affiliates to, enter into new Credit Support Arrangements without the prior consent of the Purchaser, such consent not to be unreasonably withheld or delayed. Prior to the Closing, the Purchaser shall (i) obtain replacement Credit Support Arrangements or (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or arrange for itself or one of its subsidiaries to be substituted as the obligor thereof. Following the Closing, the Purchaser shall indemnify the Sellers and their respective Affiliates from and against any loss, obligations, cost or expense (including reasonable attorneys' fees) they may suffer arising out of the Credit Support Arrangements, except to the extent such loss, obligation, cost or expense was caused by Sellers' actions or omissions. Notwithstanding anything to the contrary herein, the Sellers shall retain all liability for any obligations of Thermalloy, Inc. and Thermalloy Investment Company to permit Larr▇ ▇▇▇▇▇▇'▇ ▇▇▇tinued participation in the Salary Continuation Plan or a plan that is substantially equivalent in all material respec...

Credit Support Arrangements. The parties acknowledge that Seller has entered into an arrangement set forth on Schedule 8.12 in which a guaranty was issued by or for the account of Seller to support or facilitate business transactions by, or for, the Business. Such arrangement is referred to herein as the “Credit Support Arrangement.” At or prior to Closing, Buyer shall arrange for Buyer or one of its Affiliates to be substituted as the obligor thereof, obtaining from the creditor a full release of Seller or its Affiliates (the foregoing arrangement is referred to as the “Replacement Credit Support Arrangement”). Buyer shall provide to Seller at Closing written evidence of such Replacement Credit Support Arrangement.

Credit Support Arrangements. No Seller guarantees, or is otherwise liable for, the Indebtedness of any other Person (other than the Closing Date Indebtedness) or is party to any Credit Support Arrangement in favor of any other Person.

Credit Support Arrangements. The Purchaser shall assume all obligations of reimbursement under each Credit Support Arrangement and use its commercially reasonable efforts to obtain from the applicable creditor, on the basis of a Purchaser guarantee, a full release of all parties liable, directly or indirectly, for reimbursement to the creditor in connection with amounts drawn under a Credit Support Arrangement under the existing terms of a Credit Support Arrangement. The Purchaser further agrees that to the extent the beneficiary under any Credit Support Arrangement refuses to accept any such substitute Credit Support Arrangement, the Purchaser shall indemnify, defend and hold harmless the Sellers or their Affiliates, as the case may be, against and reimburse the Sellers or their Affiliates, as the case may be, for any and all costs or expenses in connection with such Credit Support Arrangement, including the expenses in maintaining such Credit Support Arrangement whether or not any such Credit Support Arrangement is drawn upon, and shall in any event promptly reimburse the Sellers or their Affiliates, as the case may be, to the extent any Credit Support Arrangement is called upon and any of the Sellers or their Affiliates, as the case may be, makes any payment thereunder or is obligated to reimburse the party issuing the Credit Support Arrangement.

Credit Support Arrangements. (a) Prior to the Closing, Parent shall use commercially reasonable efforts to deliver to the applicable beneficiary or counterparty replacement or substitute guaranties, letters of credit, bonds, security deposits, and other surety obligations and evidence of financial capacity, in each case acceptable to the relevant beneficiary or counterparty, in substitution and replacement of those credit support arrangements relating to the Downstream Business set forth in Schedule 6.24 (the “Credit Support Arrangements”), and Parent and ▇▇▇▇▇▇▇▇ HoldCo shall cooperate and use commercially reasonable efforts to secure the release as of the Closing of ▇▇▇▇▇▇▇▇ HoldCo and its Affiliates from the obligations relating to the Credit Support Arrangements. (b) To the extent that a Credit Support Arrangement has not been replaced or substituted by Parent thereof prior to the Closing as contemplated by Section 6.24(a), New Parent shall have a continuing obligation after the Closing to use its commercially reasonable efforts to have any such Credit Support Arrangement replaced or substituted by New Parent or its Affiliates as contemplated by Section 6.24(a). (c) From and after the Closing, New Parent shall (i) indemnify and hold harmless ▇▇▇▇▇▇▇▇ HoldCo and its Affiliates to the extent they remain obligated under any Credit Support Arrangement from and against any and all Damages that such Person incurs arising out of: (A) any such Person being required to pay or reimburse the issuer of any Credit Support Arrangement; and (B) any claim or demand for payment made on any such Person with respect to any Credit Support Arrangement.

Credit Support Arrangements. The Purchaser acknowledges that PDC and/or its Affiliates (other than the members of the Company Group) have entered into the arrangements set forth on Schedule 4.8, (a) in which guarantees (including guarantees of performance under contracts, leases or agreements), letter of credit or other credit arrangements, including surety and performance bonds, were issued by or for the account of PDC and/or its Affiliates (other than the members of the Company Group) or (b) in which PDC and/or its Affiliates (other than the members of the Company Group) are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any case to support or facilitate business transactions by the members of the Company Group. Such arrangements are referred to herein as the “Credit Support Arrangements.” At or prior to the Closing, the Purchaser shall (i) obtain replacement Credit Support Arrangements or (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or arrange for the Purchaser or one of their respective Subsidiaries to be substituted as the obligor thereof.

Credit Support Arrangements. The Parent acknowledges that the Shareholder and/or its Affiliates (other than members of the Company Group) have entered into the arrangements listed in Schedule 7.8, pursuant to which (a) guarantees (including of performance under contracts, leases or agreements), letter of credit or other credit arrangements, including surety and performance bonds, have been issued by or for the account of the Shareholder and/or its Affiliates (other than the members of the Company Group) or (b) the Shareholder and/or its Affiliates (other than the members of the Company Group) are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any case to support or facilitate business transactions by members of the Company Group. Such arrangements are referred to herein as the “Credit Support Arrangements.” At or prior to the Share Purchase Closing in the case of the Foreign Subsidiaries and at or prior to the Merger Closing in the case of the Company and Remaining Subsidiaries, the Parent shall or shall cause the Merger Sub to (i) obtain replacement Credit Support Arrangements or (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or arrange for the Parent or one of its Subsidiaries to be substituted as the obligor thereof.

Credit Support Arrangements. (a) GE and each applicable member of the GE Group shall maintain in full force and effect each Guarantee which is issued and outstanding as of the date of this Agreement until the earlier of: (i) such time as the contract, or all obligations of any member of the Company Group thereunder, to which such credit support arrangement relates terminates and (ii) such time as such credit support arrangement expires in accordance with its terms or is otherwise released. (b) GE and the Company will cooperate to replace the Guarantees and the Company will use reasonable best efforts to attempt to release or replace any liability of GE and the members of the GE Group under any Guarantees and, without limiting the foregoing, prior to the date which is the six-month anniversary of the date hereof, the Company shall, subject to any applicable regulatory approval or non-objection, cause to be terminated and released all of GECC’s obligations under the Mizuho Guarantee and Sumitomo Guarantee. With respect to all Guarantees, the Company will be liable to GE for (i) all costs borne by GE or any member of the GE Group of maintaining such obligations, (ii) arms’ length fees to GE for maintaining such obligations, and (iii) indemnification and reimbursement obligations with respect to the obligations underlying such guarantees. For the avoidance of doubt, the Company and its Subsidiaries shall be prohibited from modifying any agreement with a third party underlying a Guarantee that would increase or extend the obligations of a member of the GE Group under a Guarantee without the prior written consent of GE. (c) Notwithstanding the assignment and assumption of the real property leases to and by the Company, pursuant to the terms of the leases, GECC will remain liable to the landlords thereunder until such time as a written release is obtained from the applicable landlord. GE and the Company will cooperate to obtain releases, and the Company will use reasonable best efforts to attempt to obtain such releases, including by way of providing a substitute guarantor with respect to any leases if so required by a landlord. With respect to each lease, the Company will be liable to GECC for (i) all costs borne by GECC or any member of the GE Group of maintaining such obligations, (ii) arms’ length fees to GECC for maintaining such obligations, and (iii) indemnification and reimbursement obligations with respect to the leases. For the avoidance of doubt, the Company and its Subsidiaries s...