Common use of Financial Instruments Clause in Contracts

Financial Instruments. (a) Post will use its commercially reasonable efforts to take or cause to be taken all actions, and enter into (or cause the other Post Parties to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Time, (i) the removal of the Ralcorp Parties from all Post Financial Instruments and (ii) the Ralcorp Parties to be fully and unconditionally released from all Liabilities in respect of the Post Financial Instruments. It is understood and agreed that all Liabilities in respect of the Post Financial Instruments are Post Liabilities and Post shall indemnify the Ralcorp Parties from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Post Financial Instruments. Without limiting the foregoing, after the Effective Time, (A) Post will not, and will not permit any Post Party to, renew, extend, modify, amend or supplement any Post Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Ralcorp Party under such Post Financial Instrument and (B) with respect to any Post Financial Instrument for which any Ralcorp Party was not removed and fully and unconditionally released from all Liabilities in respect of such Post Financial Instrument prior to the Effective Time, Post shall continue to use its commercially reasonable efforts to cause such removal and release. (b) Ralcorp will use its commercially reasonable efforts to take or cause to be taken all actions, and enter into (or cause the other Ralcorp Parties to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Time, (i) the removal of the Post Parties from all Ralcorp Financial Instruments and (ii) the Post Parties to be fully and unconditionally released from all Liabilities in respect of the Ralcorp Financial Instruments. It is understood and agreed that all Liabilities in respect of the Ralcorp Financial Instruments are Ralcorp Liabilities and Ralcorp shall indemnify the Post Parties from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Ralcorp Financial Instruments. Without limiting the foregoing, after the Effective Time, (A) Ralcorp will not, and will not permit any Ralcorp Party to, renew, extend, modify, amend or supplement any Ralcorp Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Post Party under such Ralcorp Financial Instrument and (B) with respect to any Ralcorp Financial Instrument for which any Post Party was not removed and fully and unconditionally released from all Liabilities in respect of such Ralcorp Financial Instrument prior to the Effective Time, Ralcorp shall continue to use its commercially reasonable efforts to cause such removal and release.

Financial Instruments. (a) Post The Alpha Parties will use its commercially their reasonable best efforts to take or cause to be taken all actions, and enter into (or cause the other Post Parties their Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Distribution Time, (i) the removal of members of the Ralcorp Parties Generico Group from all Post Alpha Financial Instruments and (ii) the Ralcorp Parties members of the Generico Group to be fully and unconditionally released from all Liabilities in respect of the Post Alpha Financial Instruments. It is understood and agreed that all Liabilities in respect of the Post Alpha Financial Instruments are Post Alpha Liabilities and Post the Alpha Parties shall indemnify the Ralcorp Parties members of the Generico Group from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Post Alpha Financial Instruments. Without limiting the foregoing, after the Effective Distribution Time, (A) Post the Alpha Parties will not, and will not permit any Post Party member of the Alpha Group to, renew, extend, modify, amend or supplement any Post Alpha Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Ralcorp Party member of the Generico Group under such Post Alpha Financial Instrument and (B) with respect to any Post Financial Instrument for which any Ralcorp Party was not removed and fully and unconditionally released from all Liabilities in respect of such Post Financial Instrument prior to the Effective Time, Post shall continue to use its commercially reasonable efforts to cause such removal and releaseInstrument. (b) Ralcorp The Generico Parties will use its commercially their reasonable best efforts to take or cause to be taken all actions, and enter into (or cause the other Ralcorp Parties their Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Distribution Time, (i) the removal of members of the Post Parties Alpha Group from all Ralcorp Generico Financial Instruments and (ii) the Post Parties members of the Alpha Group to be fully and unconditionally released from all Liabilities in respect of the Ralcorp Generico Financial Instruments. It is understood and agreed that all Liabilities in respect of the Ralcorp Generico Financial Instruments are Ralcorp Generico Liabilities and Ralcorp the Generico Parties shall indemnify the Post Parties members of the Alpha Group from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Ralcorp Generico Financial Instruments. Without limiting the foregoing, after the Effective Distribution Time, (A) Ralcorp the Generico Parties will not, and will not permit any Ralcorp Party member of the Generico Group to, renew, extend, modify, amend or supplement any Ralcorp Generico Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Post Party member of the Alpha Group under such Ralcorp Generico Financial Instrument and Instrument. (Bc) with respect to any Ralcorp Financial Instrument for which any Post Party was not removed and fully and unconditionally released from all Liabilities in respect of such Ralcorp Financial Instrument prior to the Effective Time, Ralcorp shall The parties’ obligations under this Section 2.04 will continue to use its commercially reasonable efforts be applicable to cause such removal all Alpha Financial Instruments and releaseGenerico Financial Instruments identified at any time by the Generico Parties or the Alpha Parties, whether before, at or after the Distribution Time.

Financial Instruments. (a) Post The MI Parties will use its commercially their reasonable best efforts to take or cause to be taken all actions, and enter into (or cause the other Post Parties their Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Distribution Time, (i) the removal of members of the Ralcorp Parties MVT Group from all Post MI Financial Instruments and (ii) the Ralcorp Parties members of the MVT Group to be fully and unconditionally released from all Liabilities in respect of the Post MI Financial Instruments. It is understood and agreed that all Liabilities in respect of the Post MI Financial Instruments are Post MI Liabilities and Post the MI Parties shall indemnify the Ralcorp Parties members of the MVT Group from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Post MI Financial Instruments. Without limiting the foregoing, after the Effective Distribution Time, (A) Post the MI Parties will not, and will not permit any Post Party member of the MI Group to, renew, extend, modify, amend or supplement any Post MI Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Ralcorp Party member of the MVT Group under such Post MI Financial Instrument and (B) with respect to any Post Financial Instrument for which any Ralcorp Party was not removed and fully and unconditionally released from all Liabilities in respect of such Post Financial Instrument prior to the Effective Time, Post shall continue to use its commercially reasonable efforts to cause such removal and releaseInstrument. (b) Ralcorp The MVT Parties will use its commercially their reasonable best efforts to take or cause to be taken all actions, and enter into (or cause the other Ralcorp Parties their Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Effective Distribution Time, (i) the removal of members of the Post Parties MI Group from all Ralcorp MVT Financial Instruments and (ii) the Post Parties members of the MI Group to be fully and unconditionally released from all Liabilities in respect of the Ralcorp MVT Financial Instruments. It is understood and agreed that all Liabilities in respect of the Ralcorp MVT Financial Instruments are Ralcorp MVT Liabilities and Ralcorp the MVT Parties shall indemnify the Post Parties members of the MI Group from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Ralcorp MVT Financial Instruments. Without limiting the foregoing, after the Effective Distribution Time, (A) Ralcorp the MVT Parties will not, and will not permit any Ralcorp Party member of the MVT Group to, renew, extend, modify, amend or supplement any Ralcorp MVT Financial Instrument in any manner that would increase, extend or give rise to any Liability of a Post Party member of the MI Group under such Ralcorp MVT Financial Instrument and Instrument. (Bc) with respect to any Ralcorp Financial Instrument for which any Post Party was not removed and fully and unconditionally released from all Liabilities in respect of such Ralcorp Financial Instrument prior to the Effective Time, Ralcorp shall The parties’ obligations under this Section 2.03 will continue to use its commercially reasonable efforts be applicable to cause such removal all MI Financial Instruments and releaseMVT Financial Instruments identified at any time by the MVT Parties or the MI Parties, whether before, at or after the Distribution Time.