Common use of Credit Support Arrangements Clause in Contracts

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 Support Arrangements as required by this Section 5.13.

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 Prior to secure the performance of Closing, Buyer shall deliver to the Company applicable beneficiary or its Subsidiaries under contractscounterparty replacement or substitute guaranties, leases or agreements or to support letters of credit or other credit arrangementscredit, including surety and performance bonds, issued by security deposits, and other surety obligations and evidence of financial institutions capacity, in each case acceptable to the relevant beneficiary or insurers counterparty, in substitution and replacement of those credit support arrangements set forth in Schedule 7.08 (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 form 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 substance acceptable 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 release as of the Closing of the Seller Companies and its Subsidiaries to, indemnify Seller, UTC and any UTC their Affiliates from all Obligations relating to the Credit Support Arrangements. (b) Buyer acknowledges and accepts that from and after the Closing Date, Seller may revoke (or have the Assets removed from the scope of) any Credit Support Arrangements. (c) To the extent that a Credit Support Arrangement has not been replaced or substituted by Buyer thereof prior to the Closing as contemplated by ýSection 7.08(a) and Seller has not otherwise revoked (or have the Assets removed from the scope of) any Credit Support Arrangements as contemplated by Section 7.08(b), Buyer shall have a continuing obligation after the Closing to use its reasonable best efforts to have any such Credit Support Arrangement replaced or substituted by Buyer thereof as contemplated by ýSection 7.08(a). (d) From and after the Closing, Buyer shall indemnify and hold harmless each Seller Indemnitee against any lossClaims and Losses that any Seller Indemnitee suffers, obligations, cost incurs or expense (including reasonable attorneys’ fees) it is liable for by reason of or they may suffer arising out of or attributable in consequence of (i) any Seller Indemnitee making payment under or being required to pay or reimburse the issuer of any Credit Support Arrangement, (ii) any claim or demand for payment made on any Seller Indemnitee with respect to any failure to have substituted Buyer or one of its Affiliates for Seller, UTC or such UTC Affiliate, as applicable, under the Credit Support Arrangements as required Arrangement or (iii) any action, Claim or Proceeding by any Person who is or claims to be entitled to the benefit or claims to be entitled to payment, reimbursement or indemnity with respect to any Credit Support Arrangement. (e) The provisions of this Section 5.137.08 shall survive the Closing.

Credit Support Arrangements. Buyer The Purchaser acknowledges that in the course of the conduct by the members of the Target Company and its Subsidiaries Group of their business, Seller and/or UTC or UTC Affiliates the Sellers and their respective subsidiaries (other than any member of the Target Company Group) have entered into various arrangements (a) issued in which guarantees to secure the (including of performance of the Company or its Subsidiaries under contracts, leases or agreements or to support agreements), letters of credit or other credit arrangements, including surety and performance bonds, were issued by financial institutions or insurers (together, the “Issuers”) on behalf of or for the account of the Sellers and their respective subsidiaries (other than any member of the Target Company or its Subsidiaries, Group) or (b) became 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 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 Company "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 its Subsidiaries ((a) and (b) togetherdelayed. 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”). 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 arrange for itself or one or more of its Subsidiaries subsidiaries to be substituted in all respects for Seller, UTC and as 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, UTCobligor thereof. Following the Closing, the UTC Affiliates Purchaser shall indemnify the Sellers 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 their respective 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 Support Arrangements as required Arrangements, except to the extent such loss, obligation, cost or expense was caused by this Section 5.13Sellers' 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 Larrx Xxxxxx'x xxxtinued participation in the Salary Continuation Plan or a plan that is substantially equivalent in all material respects (which obligations are set forth in the expired Employment Agreement, dated September 22, 1998, between Thermalloy, Inc. and Larrx Xxxxxx, xxrtain provisions of which survive expiration by express incorporation into the Manufacturer's Representative Agreement, dated August 1, 1996, between Thermalloy, Inc. and Larrx Xxxxxx).