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. Buyer acknowledges that in the course of the conduct by the Company and its Subsidiaries of their business, Seller and/or UTC or UTC Affiliates (a) issued guarantees to secure the performance of the Company or its Subsidiaries under contracts, leases or agreements or to support letters of credit or other credit arrangements, including surety and performance bonds, issued by financial institutions or insurers (together, the “Issuers”) on behalf of or for the account of the Company or its Subsidiaries, or (b) became primary or secondary obligors on debt instruments or financing or other contracts or agreements to support or facilitate business transactions by the Company or its Subsidiaries ((a) and (b) together, the “Credit Support Arrangements”). Section 5.13 of the Company Disclosure Schedule sets forth a list of all Credit Support Arrangements. At or prior to Closing, Buyer shall use commercially reasonable efforts to cause itself or one or more of its Subsidiaries to be substituted in all respects for Seller, UTC and the UTC Affiliates under each Credit Support Arrangement, or obtain letters of credit or other credit support from financial institutions or insurers reasonably satisfactory to Seller, UTC, the UTC Affiliates and the Issuers with respect to each Credit Support Arrangement, in each case, in a manner reasonably satisfactory to Seller, UTC, the UTC Affiliates (it being acknowledged that Seller shall be acting reasonably in rejecting any proposed substitution that would subject Seller, UTC or any UTC Affiliate to any payment or other material obligation) and the Issuers and which releases Seller, UTC and the UTC Affiliates from any obligation whatsoever arising from or in connection with the Credit Support Arrangements. Seller shall use commercially reasonable efforts to assist Buyer in making contact with the appropriate financial institutions and insurers in respect of the Credit Support Arrangements currently in effect, and provide to Buyer such similar cooperation as Buyer may reasonably request to facilitate such substitution. From and after Closing, Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify Seller, UTC and any UTC Affiliates from and against any loss, obligations, cost or expense (including reasonable attorneys’ fees) it or they may suffer arising out of or attributable to any failure to have substituted Buyer or one of its Affiliates for Seller, UTC or such UTC Affiliate, as applicable, under the Credit ...
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. (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.
(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 Xxxxxxxx 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 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. 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) At or before the Closing, (i) Parent and the Seller Parties shall use their respective commercially reasonable efforts to have Holdings and its Affiliates (other than the Acquired Entities) fully released, effective as of the Closing Date, from all Liabilities under the Credit Support Arrangements maintained by Holdings or any of its Affiliates (other than the Acquired Entities) for the benefit of the Acquired Entities as are set forth in Section 4.11 of the Seller Disclosure Schedule and (ii) to the extent reasonably necessary in furtherance of obtaining the releases described in clause (i), Parent shall use commercially reasonable efforts to arrange for and provide substitute Credit Support Arrangements on terms and conditions reasonably satisfactory to the beneficiaries thereof; provided, however, that (1) except as provided in clause (ii) above, none of the Parties or any Acquired Entity shall be required to make, or commit or agree to make, any concession or payment to, or incur any Liability to, any Third Party to obtain any such release and (2) no Acquired Entity shall make, or commit or agree to make, any concession or payment to, or incur any Liability to, any Third Party to obtain any such release without Parent’s prior written consent, except that no such consent shall be required if such Liability is discharged and terminated in full prior to the Closing.
(b) If, prior to the Closing, Holdings and its Affiliates (other than the Acquired Entities) have not been fully released under any Credit Support Arrangement described in Section 4.11(a) (such Credit Support Arrangement, a “Continuing Credit Support Arrangement”), then, following the Closing, Parent shall continue to use commercially reasonable efforts to promptly obtain the full release of Holdings and its applicable Affiliates (including by taking the actions described in Section 4.11(a)(ii)) until such release is obtained and shall not take any action that would extend the existing term of such Continuing Credit Support Arrangement beyond the date on which it would otherwise expire; provided that, except as provided in Section 4.11(a)(ii), neither Parent nor any of its Representatives shall be required to make, or commit or agree to make, any concession or payment to, or incur any Liability to, any Third Party to obtain any such release.
(c) From and after the Closing, Parent shall indemnify Holdings and its Affiliates for any demand or draw upon, or withdrawal from, any Continuing Cre...
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. Section 3.22 of the Seller Disclosure Letter includes a list and description of all of the outstanding Credit Support Arrangements by Seller or any of the Seller Affiliates with respect to the Business as of the date of this Agreement. Except as disclosed in Section 3.22 of the Seller Disclosure Letter, no Acquired Company is an obligor under any guarantees, letters of credit or other credit arrangements, including surety and performance bonds, other than the Credit Support Arrangements.
