Common use of Credit Support Arrangements Clause in Contracts

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. Alpine The Purchaser acknowledges that in the course of the conduct by the members of the Target Company Group of their business, the Sellers and Buyer acknowledge that Sellers their respective subsidiaries (other than any member of the Target Company Group) have entered into various arrangements (a) in which guaranteesguarantees (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 the Business, the DNE Group or the Superior Israel Groupsuch 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." Each Arrangements in effect on the date of Alpine this Agreement. Sellers will update Schedule 4.8 from time to time as new Credit Support Arrangements are entered into and Buyer shall use its commercially reasonable efforts existing Credit Support Arrangements expire, it being understood and agreed that Sellers will not, and will not permit their Affiliates to, as promptly as practicableenter 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 Alpine, Buyer itself or one of their respective Affiliates its subsidiaries to be substituted as the obligor thereof. Following the Closing, obtaining the Purchaser shall indemnify the Sellers and their respective Affiliates from the creditor a full release and against any loss, obligations, cost or expense (including reasonable attorneys' fees) they may suffer arising out 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 except to the extent any Credit Support Arrangement is called upon and such entity makes any payment thereunder loss, obligation, cost or is obligated to reimburse the party issuing the Credit Support Arrangement expense was caused by Sellers' actions or omissions. Notwithstanding anything to the extent that contrary herein, 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 Sellers shall Alpine and Buyer be liable to Sellers retain all liability for any nonperformance 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 any Seller with respect to any obligation under any Credit Support Arrangement prior to express incorporation into the ClosingManufacturer's Representative Agreement, dated August 1, 1996, between Thermalloy, Inc. and Larrx Xxxxxx).