Common use of Guarantee Releases under Certain Contracts Clause in Contracts

Guarantee Releases under Certain Contracts. Following the Effective Time, the Buyer will use its reasonable best efforts to procure the release by the applicable counterparty of any guarantee of Albertson’s or their respective Affiliates in place with respect to any Store Lease, Ground Lease or Assigned Contract by offering a replacement guarantee of Buyer or its Affiliates, but Buyer shall have no further obligation to procure such release. If and to the extent that Buyer shall be unable to procure any such release, Buyer and its Affiliates shall jointly and severally indemnify and hold harmless the Sellers, New Diamond or their respective Affiliates, as applicable, against any damages, losses, liabilities and expenses (including reasonable attorneys’ fees) suffered or incurred by any of them with respect to any such Store Lease, Ground Lease or Assigned Contract.