Credit Support Arrangements. Buyer acknowledges that, in the course of the conduct of the Business by Sellers, Sellers have entered into various arrangements (the "Seller Credit Support Arrangements"), including letters of credit, guaranty, surety and other similar obligations (all as set forth on Schedule 2.2(k)). Buyer and Sellers agree that the Seller Credit Support Arrangements are not intended to inure to the benefit of Buyer after the Closing and that Sellers intend to monetize the Seller Credit Support Arrangements after the Closing. Buyer agrees that Sellers shall have no responsibility to continue any of the Seller Credit Support Arrangements in order to satisfy obligations with respect to the Business and the Acquired Assets arising after the Closing Date. Buyer agrees that, to the extent that the Seller Credit Support Arrangements serve to secure performance of obligations relating to the Business or the Acquired Assets which arise after the Closing, Buyer will enter into replacement credit support arrangements if and as necessary to secure such post-Closing obligations. Sellers and Buyer agree that: (i) Sellers are solely responsible for all workers' compensation claims with respect to injuries or other occurrences which occur prior to the Closing, and Buyer shall have no obligation to enter into replacement credit support arrangements to the extent they relate to such obligations; and (ii) Buyer shall be solely responsible for all workers' compensation claims with respect to injuries or other occurrences which occur after the Closing, and Buyer will enter into credit support arrangements if and as necessary to the extent they relate to such obligations. In addition, Buyer agrees to cooperate with Sellers to enable Sellers to monetize the Seller Credit Support Arrangements for which Buyer is not required to enter into replacement credit support arrangements in accordance with the immediately preceding two sentences. Seller shall reimburse Buyer for reasonable out-of-pocket expenses of Buyer in connection with such cooperation, it being understood that such cooperation will not include any obligation to pay the counterparties to such Seller Credit Support Arrangements.
Credit Support Arrangements. Alpine and Buyer acknowledge that Sellers have entered into arrangements in which guarantees, letters of credit or other credit arrangements, including surety and performance bonds, were issued by or for the account of Sellers to support or facilitate business transactions by the Business, the DNE Group or the Superior Israel Group. Such arrangements are referred to herein as the "Credit Support Arrangements." Each of Alpine and Buyer shall use its commercially reasonable efforts to, as promptly as practicable, (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 Alpine, Buyer or one of their respective Affiliates to be substituted as the obligor thereof, obtaining from the creditor a full release of the applicable Seller or their respective Affiliates, (the foregoing arrangements in clauses (i) and (ii) are collectively referred to as "Replacement Credit Support Arrangements"). Sellers shall cooperate fully with Buyer in connection with the foregoing. Notwithstanding the provisions of Article 11, Alpine shall indemnify, defend and hold harmless Sellers from and against all Losses (as defined herein) incurred by any of the Sellers or any of their respective Affiliates following the Closing as a result of Alpine or Buyer's inability to enter into Replacement Credit Support Arrangements by the Closing Date, including, without limitation, their expenses in maintaining any such Credit Support Arrangement whether or not any such Credit Support Arrangement is drawn upon, and shall in any event promptly reimburse the respective Seller or any of its Affiliates to the extent any Credit Support Arrangement is called upon and such entity makes any payment thereunder or is obligated to reimburse the party issuing the Credit Support Arrangement or to the extent that the beneficiary under any Credit Support Arrangement refuses to accept such substitute letter of credit or other guarantee proffered by Buyer by the Closing Date. In no event shall Alpine and Buyer be liable to Sellers for any nonperformance by any Seller with respect to any obligation under any Credit Support Arrangement prior to the Closing.
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 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. The Purchaser shall (a) use commercially reasonable efforts to replace each Credit Support Arrangement or (b) shall assume all obligations of reimbursement under each Credit Support Arrangement. The Purchaser shall use commercially reasonable efforts to obtain from the applicable creditor 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 Seller or its Affiliates, as the case may be, against and reimburse Seller or its 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 Seller or its Affiliates, as the case may be, to the extent any Credit Support Arrangement is called upon and the Seller or its 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. 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 Company and Remaining Subsidiaries.
Credit Support Arrangements. Prior to the Closing, Purchaser shall 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 set forth in Schedule 6.11 (the “Credit Support Arrangements”), in form and substance reasonably acceptable to Seller, and shall cause the release as of the Closing of Seller and its Affiliates from all Liabilities relating to the Credit Support Arrangements. Purchaser acknowledges that Seller and its Affiliates shall have the right to cancel, terminate or revoke all guarantees, letters of credit, bonds, security deposits, and other surety obligations and evidence of financial capacity provided by them or on their behalf to secure any post-Closing Obligations of the Acquired Companies. Seller shall obtain and deliver to Purchaser evidence of the full and unconditional release of the Acquired Companies’ obligations in respect of each Related Party Financial Assurance Obligation to be effective as of the Closing including receipt from Purchaser of payment of the Adjusted Purchase Price.
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 42 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 Purchaser acknowledges that in the course of the conduct by the Company and its subsidiary of their business, the Seller and its subsidiaries other than the Company's subsidiary have entered into various arrangements (a) in which guarantees (including 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 the Seller and its subsidiaries other than the Company's subsidiary or (b) in which the Seller and its subsidiaries other than the Company's subsidiary 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 Company and its subsidiary. Such arrangements are referred to herein as the "Credit Support Arrangements." The
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 Xxxxxxxx HoldCo shall cooperate and use commercially reasonable efforts to secure the release as of the Closing of Xxxxxxxx HoldCo and its Affiliates from the obligations relating to the Credit Support Arrangements.
