Common use of Guarantee Obligations Clause in Contracts

Guarantee Obligations. MII and B&W shall cooperate and B&W shall use its commercially reasonable efforts to terminate, or to cause B&W, one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or any of its Subsidiaries) to be substituted in all respects for MII and any of its Subsidiaries in respect of, all obligations of MII or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the Distribution Time pertaining to the B&W Business for which MII or any of its Subsidiaries is or may be liable as guarantor (“MII Guarantees”). If such a termination or substitution is not effected by the Distribution Time, (i) B&W shall indemnify and hold harmless the MII Group for any Losses arising from or relating to MII Guarantees and (ii) neither MII nor any of its Subsidiaries will have any obligation to renew any MII Guarantees after the expiration of such MII Guarantees. To the extent that MII or any of its Subsidiaries have performance obligations under any MII Guarantee, B&W will use its commercially reasonable efforts to (i) perform such obligations on behalf of MII and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII so as to put MII and its Subsidiaries in the same position as if B&W, and not MII and its Subsidiaries, had performed or were performing such obligations. If B&W is unable to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII or any of its Subsidiaries with respect to any such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effect.

Guarantee Obligations. MII (a) Transocean and B&W TODCO shall cooperate and B&W TODCO shall use its commercially reasonable best efforts to terminate, or to cause B&WTODCO, one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or any of its Subsidiaries) to be substituted in all respects for MII Transocean and any of its Subsidiaries in respect of, all obligations of MII Transocean or any of its Subsidiaries under any loan, financing, lease, Contract contract or other obligation (other than Surety Instruments governed by Section 6.77.10) in existence as of the Distribution Time IPO Closing Date pertaining to the B&W TODCO Business for which MII Transocean or any of its Subsidiaries is or may be liable as guarantor (“MII "Transocean Guarantees”"). If such a termination or substitution is not effected by the Distribution TimeIPO Closing Date, (i) B&W TODCO shall indemnify and hold harmless the MII Transocean Group for any Losses arising from or relating to MII Guarantees Transocean Guarantees, and (ii) neither MII Transocean nor any of its Subsidiaries will have any obligation to renew any MII Transocean Guarantees after the expiration of such MII Transocean Guarantees. To the extent that MII Transocean or any of its Subsidiaries have performance obligations under any MII Transocean Guarantee, B&W TODCO will use its commercially reasonable best efforts to (i) perform such obligations on behalf of MII Transocean and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII Transocean so as to put MII Transocean and its Subsidiaries in the same position as if B&WTODCO, and not MII Transocean and its Subsidiaries, had performed or were performing such obligations. If B&W is unable to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII or any of its Subsidiaries with respect to any such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effect.

Guarantee Obligations. MII CHK and B&W SSE shall cooperate and B&W shall use its commercially reasonable efforts to terminate, or to cause B&WSSE, one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII CHK or any of its Subsidiaries) to be substituted in all respects for MII CHK and any of its Subsidiaries in respect of, all obligations of MII CHK or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the Distribution Time pertaining to the B&W SSE Business for which MII CHK or any of its Subsidiaries is or may be liable as guarantor (“MII CHK Guarantees”). If such a termination or substitution is not effected by the Distribution Time, (i) B&W SSE shall indemnify and hold harmless the MII CHK Group for any Losses arising from or relating to MII CHK Guarantees and (ii) neither MII CHK nor any of its Subsidiaries will have any obligation to renew any MII CHK Guarantees after the expiration of such MII CHK Guarantees. To the extent that MII CHK or any of its Subsidiaries have performance obligations under any MII CHK Guarantee, B&W SSE will use its commercially reasonable efforts to (i) perform such obligations on behalf of MII CHK and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII CHK so as to put MII CHK and its Subsidiaries in the same position as if B&WSSE, and not MII CHK and its Subsidiaries, had performed or were performing such obligations. If B&W SSE is unable to be substituted in all respects for any of the MII CHK Guarantees within ten days after a Change of Control of B&WSSE, B&W SSE will cause letters of credit to be issued to MII CHK (or, as applicable, the Subsidiaries of MII CHK that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII CHK to provide, in each case, MII CHK (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII CHK or any of its Subsidiaries with respect to any such MII CHK Guarantee, for so long as such MII CHK Guarantees remain outstanding or in effect.

Guarantee Obligations. MII (a) Pride and B&W Seahawk shall cooperate and B&W Seahawk shall use its commercially reasonable efforts to terminate, or to cause B&WSeahawk, one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII Pride or any of its Subsidiaries) to be substituted in all respects for MII Pride and any of its Subsidiaries in respect of, all obligations of MII Pride or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the Distribution Time Date pertaining to the B&W Seahawk Business for which MII Pride or any of its Subsidiaries is or may be liable as guarantor (“MII Pride Guarantees”). If such a termination or substitution is not effected by the Distribution TimeDate, (i) B&W Seahawk shall indemnify and hold harmless the MII Pride Group for any Losses arising from or relating to MII Pride Guarantees and shall pay to Pride the fees set forth on Schedule 6.8(a) with respect to such Pride Guarantees at the intervals specified therein, and (ii) neither MII Pride nor any of its Subsidiaries will have any obligation to renew any MII Pride Guarantees after the expiration of such MII Pride Guarantees. To the extent that MII Pride or any of its Subsidiaries have performance obligations under any MII Pride Guarantee, B&W Seahawk will use its commercially reasonable efforts to (i) perform such obligations on behalf of MII Pride and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII Pride so as to put MII Pride and its Subsidiaries in the same position as if B&WSeahawk, and not MII Pride and its Subsidiaries, had performed or were performing such obligations. If B&W is unable This Section 6.8(a) shall not apply to be substituted in all respects for any of the MII Pride Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, contemplated in the event of any event giving rise to any payment obligation on the part of MII or any of its Subsidiaries with respect to any such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effectTax Support Agreement.

Guarantee Obligations. MII (a) Transocean and B&W TODCO shall cooperate and B&W TODCO shall use its commercially reasonable best efforts to terminate, or to cause B&WTODCO, one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or any of its Subsidiaries) to be substituted in all respects for MII Transocean and any of its Subsidiaries in respect of, all obligations of MII Transocean or any of its Subsidiaries under any loan, financing, lease, Contract contract or other obligation (other than Surety Instruments governed by Section 6.77.10) in existence as of the Distribution Time IPO Closing Date pertaining to the B&W TODCO Business for which MII Transocean or any of its Subsidiaries is or may be liable as guarantor guarantor, but excluding Shared Contracts (“MII "Transocean Guarantees”"). If such a termination or substitution is not effected by the Distribution TimeIPO Closing Date, (i) B&W TODCO shall indemnify and hold harmless the MII Transocean Group for any Losses arising from or relating to MII Guarantees Transocean Guarantees, and (ii) neither MII Transocean nor any of its Subsidiaries will have any obligation to renew any MII Transocean Guarantees after the expiration of such MII Transocean Guarantees. To the extent that MII Transocean or any of its Subsidiaries have performance obligations under any MII Transocean Guarantee, B&W TODCO will use its commercially reasonable best efforts to (i) perform such obligations on behalf of MII Transocean and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII Transocean so as to put MII Transocean and its Subsidiaries in the same position as if B&WTODCO, and not MII Transocean and its Subsidiaries, had performed or were performing such obligations. If B&W is unable to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII or any of its Subsidiaries with respect to any such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effect.

Guarantee Obligations. MII To induce the Company to enter into the Merger Agreement, pursuant to which, and B&W shall cooperate subject to the terms and B&W shall use its commercially reasonable efforts conditions thereof, Merger Sub will merge with and into the Company, with the Company as the Surviving Corporation, the Guarantor absolutely, unconditionally, and irrevocably guarantees to terminatethe Company, or pursuant to cause B&Wthe terms and subject to the conditions herein, one the due, punctual and complete payment and performance of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or any of its Subsidiaries) to be substituted in all respects for MII and any of its Subsidiaries in respect of, all the payment obligations of MII or any of its Subsidiaries under any loanParent to pay, financing, lease, Contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the Distribution Time pertaining to the B&W Business for which MII or any of its Subsidiaries is or may be liable as guarantor (“MII Guarantees”). If such a termination or substitution is not effected by the Distribution Time, applicable (i) B&W shall indemnify contingent upon the Closing, and hold harmless when and if due after the MII Group for any Losses arising from or relating to MII Guarantees and Effective Time, the Equity Portion of the Payment Fund, (ii) neither MII nor when and if due, any amounts that Parent has agreed to reimburse the Company pursuant to Section 6.5(b) of its Subsidiaries will have any obligation to renew any MII Guarantees after the expiration of such MII Guarantees. To the extent that MII or any of its Subsidiaries have performance obligations under any MII Guarantee, B&W will use its commercially reasonable efforts to (i) perform such obligations on behalf of MII and its Subsidiaries or (ii) otherwise take such action as reasonably requested by MII so as to put MII and its Subsidiaries in the same position as if B&WMerger Agreement, and not MII (iii) when and its Subsidiariesif due, had performed or were performing the Parent Termination Fee (such obligations. If B&W is unable to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (oramounts, as applicable, the Subsidiaries of MII that are directly or contingently liable Guarantor’s “Obligations”). All payments by Guarantor hereunder shall be made in immediately available United States funds. Solely with respect theretoto the Guarantor’s Obligations under Sections 1(ii) and (iii), but not with respect to the Guarantor’s Obligations under Section 1(i) to pay the Equity Portion of the Payment Fund, Guarantor reserves the right to (a) set-off any amount owed under such Obligations by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to Guarantor against any payment obligation on owing by the part of MII Company to Parent, Merger Sub, the Guarantor or any of their respective affiliates, and (b) assert any and all defenses which Parent or Merger Sub may have to payment of such Obligations. The parties hereto agree that this Guarantee may not be enforced without giving effect to limitations on the Guarantor’s liability in the amount of its Subsidiaries with respect to Obligations. For the purposes hereof, “Equity Portion” means the total amount resulting from (w) the aggregate amount of the Payment Fund, plus, (x) the aggregate amount of the payment obligations of the Surviving Corporation under Section 2.3 of the Merger Agreement, minus (y) the aggregate amount of the Debt Financing (or any such MII GuaranteeAlternative Financing) contemplated by the Debt Commitment Letter, for so long and minus (z) the Company’s cash and short term marketable securities as such MII Guarantees remain outstanding or in effectof the Effective Time.

Guarantee Obligations. MII (a) KPMG and B&W Consulting shall cooperate and B&W Consulting shall use its commercially reasonable best efforts to terminate, or to cause B&W, Consulting and/or one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or any of its Subsidiaries) the Transferred Subsidiaries to be substituted in all respects for MII and KPMG or any of its the Retained Subsidiaries in respect of, all obligations of MII KPMG or any of its the Retained Subsidiaries under any loan, financing, lease, Contract contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the Distribution Time Effective Date pertaining to the B&W Consulting Business for which MII KPMG or any of its the Retained Subsidiaries is or may be liable liable, as guarantor guarantor, primary obligor or otherwise including, but not limited to, those set forth on Schedule 6.4(a), but excluding any real estate leases or Surety Bonds (collectively, the “MII KPMG Guarantees”). If such a termination or substitution is not effected by the Distribution TimeEffective Date, (i) B&W Consulting shall indemnify and hold harmless the MII Group KPMG Indemnified Parties for any Claims or Losses arising from or relating to MII Guarantees the KPMG Guarantees, and (ii) neither MII nor from and after the Effective Date, Consulting shall not, and shall not permit any of this Subsidiaries to, enter into, renew or extend the term of, increase its Subsidiaries will have obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which KPMG or any Retained Subsidiary is or may be liable pursuant to renew a KPMG Guarantee. KPMG agrees that it shall notify Consulting in a timely manner of any MII Guarantees after changes to the expiration of such MII KPMG Guarantees. To the extent that MII KPMG or any of its the Retained Subsidiaries have performance obligations under any MII KPMG Guarantee, B&W Consulting will use its commercially reasonable best efforts to (iX) perform such obligations on behalf of MII KPMG and its the Retained Subsidiaries or (iiY) otherwise take such action as reasonably requested by MII KPMG so as to put MII KPMG and its the Retained Subsidiaries in the same position as if B&WConsulting, and not MII KPMG and its the Retained Subsidiaries, had performed or were performing such obligations. If B&W is unable to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII or any of its Subsidiaries with respect to any such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effect.

Guarantee Obligations. MII (a) KPMG and B&W Consulting shall cooperate and B&W Consulting shall use its commercially reasonable best efforts to terminate, or to cause B&W, Consulting and/or one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or any of its Subsidiaries) the Transferred Subsidiaries to be substituted in all respects for MII and KPMG or any of its the Retained Subsidiaries in respect of, all obligations of MII KPMG or any of its the Retained Subsidiaries under any loan, financing, lease, Contract contract or other obligation (other than Surety Instruments governed by Section 6.7) in existence as of the Distribution Time Effective Date pertaining to the B&W Consulting Business for which MII KPMG or any of its the Retained Subsidiaries is or may be liable liable, as guarantor guarantor, primary obligor or otherwise including, but not limited to, those set forth on Schedule 6.4(a), but excluding any real estate leases or Surety Bonds (“MII collectively, the "KPMG Guarantees”"). If such a termination or substitution is not effected by the Distribution TimeEffective Date, (i) B&W Consulting shall indemnify and hold harmless the MII Group KPMG Indemnified Parties for any Claims or Losses arising from or relating to MII Guarantees the KPMG Guarantees, and (ii) neither MII nor from and after the Effective Date, Consulting shall not, and shall not permit any of this Subsidiaries to, enter into, renew or extend the term of, increase its Subsidiaries will have obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which KPMG or any Retained Subsidiary is or may be liable pursuant to renew a KPMG Guarantee. KPMG agrees that it shall notify Consulting in a timely manner of any MII Guarantees after changes to the expiration of such MII KPMG Guarantees. To the extent that MII KPMG or any of its the Retained Subsidiaries have performance obligations under any MII KPMG Guarantee, B&W Consulting will use its commercially reasonable best efforts to (iX) perform such obligations on behalf of MII KPMG and its the Retained Subsidiaries or (iiY) otherwise take such action as reasonably requested by MII KPMG so as to put MII KPMG and its the Retained Subsidiaries in the same position as if B&WConsulting, and not MII KPMG and its the Retained Subsidiaries, had performed or were performing such obligations. If B&W is unable to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII or any of its Subsidiaries with respect to any such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effect.

Guarantee Obligations. MII (a) DuPont and B&W Conoco shall cooperate and B&W Conoco shall use its commercially reasonable best efforts to terminate, or to cause B&WConoco, one of its Subsidiaries, or one of its Affiliates (other than, if applicable, MII or than DuPont and any of its the Retained Subsidiaries) to be substituted in all respects for MII DuPont and any of its Retained Subsidiaries in respect of, all obligations of MII DuPont or any of its the Retained Subsidiaries under any loan, financing, lease, Contract or other obligation (other than Surety Instruments letters of credit governed by Section 6.79.2) in existence as of the Distribution Time Effective Date pertaining to the B&W Transferred Business for which MII DuPont or any of its the Retained Subsidiaries is or may be liable liable, as guarantor guarantor, original tenant, primary obligor or otherwise including, but not limited to (“MII so long as they are of the same type or nature), as those set forth on Schedule 9.3, but excluding Shared Contracts ("DuPont Guarantees”"). If such a termination or substitution is not effected by the Distribution TimeEffective Date, (i) B&W Conoco shall indemnify and hold harmless the MII Group DuPont Parties for any Losses arising from or relating to MII Guarantees DuPont Guarantees, and (ii) neither MII nor from and after the Effective Date, Conoco shall not, and shall not permit any of its Subsidiaries will have to, enter into, 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 DuPont is or may be liable pursuant to renew a DuPont Guarantee. DuPont agrees that it shall notify Conoco in a timely manner of any MII Guarantees after changes to the expiration of such MII GuaranteesDuPont Guarantee Amount. To the extent that MII DuPont or any of its the Retained Subsidiaries have performance obligations under any MII DuPont Guarantee, B&W Conoco will use its commercially reasonable best efforts to (i) perform such obligations on behalf of MII DuPont and its the Retained Subsidiaries or (ii) otherwise take such action as reasonably requested by MII DuPont so as to put MII DuPont and its the Retained Subsidiaries in the same position as if B&WConoco, and not MII DuPont and its the Retained Subsidiaries, had performed or were performing such obligations, including, without limitation, concurrently purchasing from DuPont and the Retained Subsidiaries such products that DuPont and the Retained Subsidiaries are required to purchase pursuant to the relevant DuPont Guarantee in lieu of performance by Conoco or any of its Subsidiaries. If B&W is unable Conoco concurrently purchases products from DuPont and the Retained Subsidiaries, the price to be substituted in all respects for any of the MII Guarantees within ten days after a Change of Control of B&W, B&W will cause letters of credit to be issued to MII (or, as applicable, the Subsidiaries of MII that are directly or contingently liable with respect thereto) paid by one or more financial institutions reasonably acceptable to MII to provide, in each case, MII (or, as applicable, its Subsidiaries) with prompt cash reimbursement, in full, in the event of any event giving rise to any payment obligation on the part of MII Conoco or any of its Subsidiaries with respect shall be an amount sufficient to any fully indemnify DuPont and the Retained Subsidiaries for all costs and expenses related to the purchase by DuPont and the Retained Subsidiaries of such MII Guarantee, for so long as such MII Guarantees remain outstanding or in effectproducts.