Common use of Guarantee Obligations and Liens Clause in Contracts

Guarantee Obligations and Liens. (a) Harbor and Spinco shall, upon Harbor’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for Harbor or the applicable member of the Harbor Group in respect of, all obligations of any member of the Harbor Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”), and (y) terminate, or cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Harbor, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a).

Guarantee Obligations and Liens. (a) Harbor IP and Spinco shall, upon HarborIP’s or VoyagerUWWH’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for Harbor IP or the applicable member of the Harbor IP Group in respect of, all obligations of any member of the Harbor IP Group under any Spinco Liabilities identified by Harbor IP for which such member of the Harbor IP Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor IP Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor IP on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of HarborIP, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor IP Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor IP Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborIP. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) and taken at IP’s request, shall be taken at HarborIP’s sole cost and expense, expense and Harbor IP shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor IP Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor IP or any of its Affiliates incurs any Losses in connection with such Harbor IP Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor IP against, and reimburse Harbor IP for, any and all Losses, including costs or expenses in connection with such Harbor IP Guarantees, including HarborIP’s expenses in maintaining such Harbor IP Guarantees, whether or not any such Harbor IP Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor IP to the extent any Harbor IP Guarantee is called upon and Harbor IP or any of its Affiliates incurs any Losses in connection with the Harbor IP Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by HarborIP, as described in this Section 7.3(a).

Guarantee Obligations and Liens. (a) Harbor Seller and Spinco shall, upon Harbor’s or Voyager’s request, Buyer shall reasonably cooperate, and shall cause their respective Groups Subsidiaries to reasonably cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause SpincoNewco, or the appropriate member of the Spinco Buyer Group, to be substituted in all respects for Harbor Seller or the applicable member of the Harbor Seller Group in respect of, all obligations of any member of the Harbor Seller Group under any Spinco Liabilities Assumed Liabilities, performance bonds or other financial underwriting identified by Harbor Seller for which such member of the Harbor Seller Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Seller Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor Seller on Excluded Assets which are securing any Spinco Assumed Liabilities. If such a termination or substitution is not effected by the Distribution Closing Date, without the prior written consent of HarborSeller, from and after the Distribution Closing Date, Spinco Buyer shall not, and shall not permit any member of the Spinco Buyer Group to, renew or extend the term of, increase its monetary obligations (or any other obligations for which Seller or any of its Affiliates might be liable) under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Seller Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Seller Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborSeller. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco Buyer further agrees that to the extent Harbor Seller or any of its Affiliates incurs any Losses in connection with such Harbor Seller Guarantees on or after the Distribution Closing Date, Spinco Buyer shall indemnify, defend and hold harmless Harbor Seller against, and reimburse Harbor Seller for, any and all Losses, including costs or expenses in connection with such Harbor Seller Guarantees, including HarborSeller’s expenses in maintaining such Harbor Seller Guarantees, whether or not any such Harbor Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor Seller to the extent any Harbor Seller Guarantee is called upon and Harbor Seller or any of its Affiliates incurs any Losses in connection with the Harbor Seller Guarantees; provided that, that the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by HarborSeller, as described in this Section 7.3(a6.23(a).

Guarantee Obligations and Liens. (a) Harbor Transferor and Spinco Issuer shall, upon Harbor’s or VoyagerTransferor’s request, cooperate, and shall cause their respective Groups Subsidiaries to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, Issuer or the an appropriate member Subsidiary of the Spinco GroupIssuer, to be substituted in all respects for Harbor Transferor or the its applicable member of the Harbor Group Subsidiary in respect of, all obligations of Transferor or any member of its Subsidiaries under the Assumed Liabilities set forth on Section 5.16(a) of the Harbor Group under any Spinco Liabilities identified by Harbor Transferor Disclosure Schedule, or entered into after the date of this Agreement and prior to the Closing in the ordinary course consistent with the types of arrangements set forth on Section 5.16(a) of the Transferor Disclosure Schedule, for which Transferor or such member Subsidiary of the Harbor Group Transferor may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Transferor Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor Transferor on Excluded Assets which are securing any Spinco Assumed Liabilities. If such a termination or substitution is not effected by the Distribution Closing Date, without the prior written consent of HarborTransferor, from and after the Distribution Closing Date, Spinco Issuer shall not, and shall not permit any member of the Spinco Group its Subsidiaries to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member Transferor or any of the Harbor Group its Subsidiaries is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Group Transferor and its Subsidiaries and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborTransferor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a5.16(a) and taken at Transferor’s request, shall be taken at HarborTransferor’s sole cost and expense, expense and Harbor Transferor shall reimburse Spinco Issuer or GPI, as appropriate, for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group its Subsidiaries following the Effective Time Closing in connection with the release of Harbor Transferor Guarantees as contemplated by this Section 7.3(a5.16(a). Spinco GPI further agrees that to the extent Harbor Transferor or any of its Affiliates incurs any Losses in connection with such Harbor Transferor Guarantees on or after the Distribution Closing Date, Spinco GPI shall indemnify, defend and hold harmless Harbor Transferor against, and reimburse Harbor Transferor for, any and all Losses, including costs or expenses in connection with such Harbor Transferor Guarantees, including HarborTransferor’s expenses in maintaining such Harbor Transferor Guarantees, whether or not any such Harbor Transferor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor Transferor to the extent any Harbor Transferor Guarantee is called upon and Harbor Transferor or any of its Affiliates incurs any Losses in connection with the Harbor Transferor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by HarborTransferor, as described in this Section 7.3(a5.16(a).

Guarantee Obligations and Liens. (a) Harbor Seller and Spinco shall, upon Harbor’s or Voyager’s request, Buyer shall reasonably cooperate, and shall cause their respective Groups Subsidiaries to reasonably cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause SpincoNewco, or the appropriate member of the Spinco Buyer Group, to be substituted in all respects for Harbor Seller or the applicable member of the Harbor Seller Group in respect of, all obligations of any member of the Harbor Seller Group under any Spinco Liabilities Assumed Liabilities, performance bonds or other financial underwriting identified by Harbor Seller for which such member of the Harbor Seller Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Seller Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor Seller on Excluded Assets which are securing any Spinco Assumed Liabilities. If such a termination or substitution is not effected by the Distribution Closing Date, without the prior written consent of HarborSeller, from and after the Distribution Closing Date, Spinco Buyer shall not, and shall not permit any member of the Spinco Buyer Group to, renew or extend the term of, increase its monetary obligations (or any other obligations for which Seller or any of its Affiliates might be liable) under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Seller Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Seller Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to HarborSeller. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco Buyer further agrees that to the extent Harbor Seller or any of its Affiliates incurs any Losses in connection with such Harbor Seller Guarantees on or after the Distribution Closing Date, Spinco Buyer shall indemnify, defend and hold harmless Harbor Seller against, and reimburse Harbor Seller for, any and all Losses, including costs or expenses in connection with such Harbor Seller Guarantees, including HarborSeller’s expenses in maintaining such Harbor Seller Guarantees, whether or not any such Harbor Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor Seller to the extent any Harbor Seller Guarantee is called upon and Harbor Seller or any of its Affiliates incurs any Losses in connection with the Harbor Seller Guarantees; provided that, that the foregoing indemnity shall not apply with respect to any out-of-of- pocket cost or expense to be borne by HarborSeller, as described in this Section 7.3(a6.23(a).

Guarantee Obligations and Liens. (a) Harbor Buyer and Spinco shall, upon Harbor’s or Voyager’s request, cooperateParent shall cooperate and use reasonable best efforts to, and shall cause their respective Groups controlled Affiliates to cooperate and use their respective reasonable best efforts to: (x) terminate, or cause Spinco, Buyer or the appropriate member any of the Spinco Group, its Affiliates to be substituted in all respects for Harbor or Parent and its Affiliates (the applicable member of the Harbor Group “Parent Group”) in respect of, all obligations of any member of the Harbor Parent Group under any Spinco Assumed Liabilities identified by Harbor or Liabilities of a Purchased Entity or a Subsidiary of a Purchased Entity for which such member of the Harbor Parent Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”), and (y) terminate, or cause reasonably comparable substitute Spinco Purchased Assets or assets of the Purchased Entities or the Subsidiaries of the Purchased Entities to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances encumbrances identified by Harbor Parent on Excluded Assets which are securing any Spinco LiabilitiesAssumed Liabilities or Liabilities of a Purchased Entity or a Subsidiary of a Purchased Entity. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Harbor, from From and after the Distribution Closing Date, Spinco Buyer shall not, and shall not permit any member of the Spinco Group its Affiliates to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Parent Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Parent Group and all Encumbrances liens and encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a)Parent.

Guarantee Obligations and Liens. (a) Harbor and Spinco shall, upon Harbor’s or Voyager’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or Confidential Treatment Requested by HS Spinco, Inc. Pursuant to 17 C.F.R. Section 200.83 cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for Harbor or the applicable member of the Harbor Group in respect of, all obligations of any member of the Harbor Group under any Spinco Liabilities identified by Harbor for which such member of the Harbor Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“Harbor Guarantees”), and (y) terminate, or cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Harbor on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of Harbor, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the Harbor Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the Harbor Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Harbor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) shall be taken at Harbor’s sole cost and expense, and Harbor shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of Harbor Guarantees as contemplated by this Section 7.3(a). Spinco further agrees that to the extent Harbor or any of its Affiliates incurs any Losses in connection with such Harbor Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless Harbor against, and reimburse Harbor for, any and all Losses, including costs or expenses in connection with such Harbor Guarantees, including Harbor’s expenses in maintaining such Harbor Guarantees, whether or not any such Harbor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Harbor to the extent any Harbor Guarantee is called upon and Harbor or any of its Affiliates incurs any Losses in connection with the Harbor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Harbor, as described in this Section 7.3(a).