Common use of Group Company Guarantees Clause in Contracts

Group Company Guarantees. (a) Buyer shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, valid and binding written unconditional releases of the Retained Companies, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Group Company Guarantees identified in writing by Seller no less than thirty (30) days after the date hereof, which shall be effective as of the Closing, including by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. (b) If any Group Company Guarantee referred to in Section 5.08(a) has not been fully and unconditionally released as of the Closing, (i) Buyer and Seller shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for any Retained Company in respect of, all obligations under such Group Company Guarantees, (ii) Buyer shall indemnify and hold harmless the Seller Indemnitees for any Damages arising from or relating to such Group Company Guarantees, including any claim or demand for payment made on any Retained Company under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds (in each case, if applicable, in proportion to the amount relating to the Business relative to any amount not relating to the Business) and (iii) Buyer shall not permit any of the Group Companies to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement, any loan, Contract or other obligation for which any Retained Company is, or would reasonably be expected to be, liable under such Group Company Guarantee. To the extent that the Retained Companies have performance obligations under any such Group Company Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of the Retained Companies or (y) otherwise take such action as reasonably requested by Seller so as to put the Retained Companies in the same position as if Buyer, and not a Retained Company, had performed or were performing such obligations. 52 (c) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Closing Date, (i) each Retained Company may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Group Company Guarantees and (ii) none of the Retained Companies will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any Group Company or the Business after the expiration of any such letters of credit or surety or performance bonds.

Group Company Guarantees. (ai) Buyer shall use its commercially reasonable efforts to obtain from From the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before date of this Agreement until the date that is twelve (12) months following the Closing Date, valid Buyer shall, and binding written unconditional releases Buyer shall cause its applicable Affiliates to, use commercially reasonable efforts, and Seller shall, upon request of Buyer, reasonably cooperate with Buyer (and, if necessary and advisable, to work with the Retained Companies, as applicable, from any Liability, whether arising beforeapplicable third party to such Group Company Guarantee) in an effort, on or after prior to the Closing Date, under any (x) to replace each such Group Company Guarantees identified in writing Guarantee by Seller no less than thirty (30) days after the date hereofaccepting assignment of, which shall be effective as of the Closingor delivering, including by parent guarantees, furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as (or by causing Buyer Guarantor to do the counterparty foregoing actions), in each case pursuant to the terms of the Contract or Permit under which such Group Company Guarantee has been provided by Seller or its Affiliates, and (y) to obtain from the respective beneficiary of each such Group Company Guarantee, a valid and binding written unconditional release (in form and substance reasonably satisfactory to Seller) thereunder of the Retained Companies from their obligations under the Group Company Guarantees; provided, that any such action shall not include any requirement of Seller or any of its Affiliates or Representatives to commence or participate in litigation, offer or grant any financial or other material accommodation to any third party or undertake any other material Liability (other than incurring reasonable out-of-pocket costs and expenses); provided, further, that, prior to the Closing, neither Buyer Party nor its Affiliates nor its Representatives may reasonably requestcontact the applicable beneficiary of any Group Company Guarantee without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). (bii) If any Group Company Guarantee referred to in Section 5.08(a) has not been fully and unconditionally released as to the Retained Companies as of the Closing, (iA) Buyer and Seller shall cooperate and use their respective commercially reasonable efforts to terminate, or, or if the Parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for any Retained Company in respect of, all obligations and other Liabilities under such Group Company GuaranteesGuarantees as soon as reasonably practicable following the Closing, (iiB) unless Seller has breached its obligations under the immediately preceding clause (A) in any material respect, Buyer shall indemnify and hold harmless the Seller Indemnitees Seller, its Affiliates and its and their respective Representatives for any Damages and Liabilities arising from or relating to such Group Company Guarantees, including any claim or demand for payment made on any Retained Company under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds (in each case, if applicable, in proportion to the amount relating to the Business relative to any amount not relating to the Business) and (iiiC) Buyer shall not permit any of the Group Companies to (AI) renew or extend the term of, (BII) increase its obligations under, (CIII) transfer to another third party or (DIV) amend in any manner, except as contemplated pursuant to clause (iA) above or otherwise required by this Agreement, any loan, Contract or other obligation for which any Retained Company is, or would reasonably be expected to be, liable under such Group Company Guarantee. To the extent that the Retained Companies have performance obligations under any such Group Company Guarantee, Buyer will shall, and Buyer shall cause its applicable Affiliates to, use commercially reasonable efforts to (x) perform such obligations on behalf of the Retained Companies or (y) otherwise take such action as reasonably requested by Seller so as to put the Retained Companies in the same position as if BuyerBuyer and its Affiliates, and not a Retained Company, had performed or were performing such obligations. 52obligations (including, at the request of Seller), by providing Seller or any of its Affiliates with letters of credit in an amount equal to Seller’s and any of its Affiliates’ entire potential Liability (as determined by Seller in good faith) in respect all such Group Company Guarantees. (ciii) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Closing Date, (i) each Retained Company may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Group Company Guarantees and (ii) none of the Retained Companies will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any Group Company or the Business after the expiration of any such letters of credit or surety or performance bonds.

Group Company Guarantees. (a) Buyer shall use its commercially reasonable efforts (and Seller shall cooperate with the reasonable requests of Buyer) to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, valid and binding written unconditional releases of the Retained Companies, as applicable, from any Liability, whether arising before, their respective obligations under the Group Company Guarantees set forth on or after the Closing Date, under Schedule 3.05(e) and any Group Company Guarantees identified in writing by Seller no less than thirty (30) days entered into or issued after the date hereofhereof in accordance with this Agreement (true and complete copies of which shall be provided to Buyer promptly upon entering into or issuing such Group Company Guarantee), which shall be effective as of the Closing, including by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. (b) If any Group Company Guarantee referred to in Section 5.08(a) has not been fully and unconditionally released as of the Closing, (i) Buyer and Seller shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates Subsidiaries to be substituted in all respects for any Retained Company in respect of, all obligations under such Group Company Guarantees, (ii) unless Seller has materially breached its obligations under the immediately preceding clause (i), Buyer shall indemnify and hold harmless Seller and the Seller Indemnitees Retained Companies for any Damages arising from that Seller or relating to any Retained Company may incur under any such Group Company Guarantees, including any claim or demand for payment made on any Retained Company under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds (in each case, if applicable, in proportion to the amount relating to the Business relative to any amount not relating to the Business) and (iii) Buyer shall not permit any of the Group Companies to (A) renew or extend the term of, (B) increase its obligations under, under or (C) transfer to another third party or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreementparty, any loan, Contract or other obligation for which any Retained Company is, or would reasonably be expected to be, liable under such Group Company Guarantee. To the extent that the Retained Companies have performance obligations under any such Group Company Guarantee, Buyer will, and will cause the Group Companies to, use commercially reasonable efforts to (x) perform such obligations on behalf of the Retained Companies or (y) otherwise take such action as reasonably requested by Seller so as to put the Retained Companies in the same position as if BuyerBuyer and the Group Companies, and not a Retained Company, had performed or were performing such obligations. 52. (c) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Closing Date, (i) each Retained Company may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Group Company Guarantees and (ii) none of the Retained Companies will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any Group Company or the Business after the expiration of any such letters of credit or surety or performance bonds.

Group Company Guarantees. (a) Buyer shall use its commercially reasonable efforts with the reasonable cooperation of Seller to replace or substitute the Group Company Guarantees (other than any surety bonds), whether by furnishing substitute or backstop letters of credit or guarantees or making other arrangements as the counterparty may reasonably request, and to the extent any Group Company Guarantee is replaced, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, valid and binding written unconditional releases release of the Retained Companies, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any the Group Company Guarantees identified in writing by Seller no less than thirty (30) days after the date hereofGuarantee, which shall be effective as of the Closing, including by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. (b) If any the Group Company Guarantee referred to in Section 5.08(a) has not been fully and unconditionally released as of the Closing, (i) Buyer and Seller shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted or backstopped in all respects for any Retained Company in respect of, all obligations under such Group Company GuaranteesGuarantee, (ii) Buyer shall indemnify and hold harmless the Seller Indemnitees for any Damages arising from or relating to such Group Company GuaranteesGuarantee, including any claim or demand for payment made on any Retained Company under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds (in each case, if applicable, in proportion to the amount relating to the Business relative to any amount not relating to the Business) and (iii) Buyer shall not permit any of the Group Companies to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party or (D) amend in any mannermanner adverse to the Seller Indemnitees, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement, any loan, Contract or other obligation for which any Retained Company is, or would reasonably be expected to be, liable under such Group Company Guarantee; provided, however, that Seller shall renew or extend any Group Company Guarantees that are surety bonds for no less than sixty (60) days following the Closing Date if Buyer has not replaced such bonds prior to the date such bonds would have otherwise expired. To the extent that the Retained Companies have performance obligations under any such the Group Company Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of the Retained Companies or (y) otherwise take such action as reasonably requested by Seller so as to put the Retained Companies in the same position as if Buyer, and not a Retained Company, had performed or were performing such obligations. 52. (c) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the Closing Date, (i) each Retained Company may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Group Company Guarantees and (ii) none of the Retained Companies will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any the Group Company or the Business Guarantee after the expiration of any such letters of credit or surety or performance bondsits expiration.

Group Company Guarantees. (a) From the date hereof until the earlier of (i) the date that is eighteen (18) months following the Closing Date and (ii) the date on which the Group Companies, as Subsidiaries of Buyer, have had audited financial statements prepared in respect of one full fiscal year (such earlier date, the “Audited Financials Date”), Buyer and Seller shall each use its commercially reasonable efforts to obtain from the respective beneficiarybeneficiary of each Group Company Guarantee, in form valid and substance reasonably satisfactory binding written unconditional releases of the Retained Companies, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Group Company Guarantees, which shall be effective as of the Closing; provided that the foregoing shall not require Buyer nor any of its Affiliates to Sellermake any payments, provide any accommodation (financial or otherwise), incur any Liability, furnish letters of credit, institute escrow arrangements, post surety or performance bonds or make other arrangements as the counterparty may request prior to the Audited Financials Date. (b) From and after the Audited Financials Date, Buyer and Seller shall each use its commercially reasonable efforts to obtain from the respective beneficiary of a Group Company Guarantee, on or before the Closing Date, valid and binding written unconditional releases of the Retained Companies, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Group Company Guarantees identified Guarantees, including, in writing by Seller no less than thirty (30) days after the date hereofcase of Buyer, which shall be effective as of the Closing, including by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. (bc) If any Group Company Guarantee referred to in Section 5.08(a) has not been fully and unconditionally released as of the Closing, (i) Buyer and Seller shall cooperate and use their respective commercially reasonable efforts to terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for any Retained Company in respect of, all obligations under such Group Company Guarantees, (ii) Buyer shall indemnify and hold harmless the Seller Indemnitees Retained Companies for any Damages arising from or relating to claims made by the beneficiary of such Group Company GuaranteesGuarantee against the Retained Companies, including any claim or demand for payment made on any Retained Company under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds such Group Company Guarantee (in each case, if applicable, in proportion to the amount relating to the Business relative to any amount not relating to the Business) and (iiiii) Buyer shall not permit any of the Group Companies to (A) renew or extend the term terms of, (B) increase its obligations under, (C) transfer to another third third-party or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreementmanner that would increase the Liabilities of the Retained Companies in respect of the Group Company Guarantee, any loan, Contract or other obligation for which any Retained Company is, or would reasonably be expected to be, liable under such Group Company Guarantee. To . (d) In the extent event that the Retained Companies have performance obligations under any such Group Company Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf Guarantee has not been fully and unconditionally released as of the Retained Companies or date that is eighteen (y18) otherwise take such action as reasonably requested by Seller so as to put months following the Retained Companies in the same position as if BuyerClosing Date, and not a Retained Company, had performed or were performing such obligations. 52 (c) Notwithstanding anything to the contrary hereinthereafter, the Parties acknowledge and agree that at any time on or after the Closing Date, (i) each Retained Company may, in its sole discretion, take any action to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Group Company Guarantees and (ii) none of the Retained Companies will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any Group Company or the Business after the expiration of any such letters of credit or surety or performance bondsBusiness.