Common use of GUARANTEES AND OTHER THIRD PARTY ASSURANCES Clause in Contracts

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Seller Group is released from all Third Party Assurances given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). In addition, the Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any such Third Party Assurance, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses arising after Closing under or by reason of that Third Party Assurance.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 15.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Sellers’ Groups is released from the Third Party Assurances including those listed in Part A of Exhibit 1 given by the Sellers’ Groups in respect of obligations of any Target Company. Pending release of these Third Party Assurances, the Purchaser shall indemnify each Seller and each member of their respective Groups against any and all Costs incurred by such Seller or the members of its Group arising after Closing under or by reason of such Third Party Assurances. 15.2 Each Seller shall use its reasonable endeavours to ensure that as soon as reasonably practicable after Closing each Target Company is released from all Third Party Assurances (including those listed in Part B of Exhibit 1 given by it, or in respect of which it is a guarantor, any Target Company in respect of obligations of any Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). In addition, the Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group is released in full from such Third Party Assurancethat Seller’s Group). Pending release of any such Third Party Assurance, the Purchaser each Seller shall indemnify the Seller and each of its Affiliates Target Companies against any and all Losses arising after Closing under or Costs incurred by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses arising after Closing under or by reason of that Third Party Assurance. 15.3 Between the date of this Agreement and Closing, the parties shall use reasonable endeavours to ensure that with effect from Closing, Deutsche Telekom is replaced as guarantor by the Purchaser (or another acceptable member of its Group, if any) and fully released under the MBNL Guarantee. If such guarantee is not replaced by the Purchaser at Closing, the Purchaser shall (i) enter into the MBNL Back-to-Back Guarantee at Closing and (ii) use reasonable endeavours to replace Deutsche Telekom with the Purchaser or a member of the Purchaser’s Group as guarantor and fully release Deutsche Telekom under the MBNL Guarantee as soon as reasonably practicable thereafter. For the avoidance of doubt, the Purchaser shall not be obliged to obtain a bank guarantee to replace Deutsche Telekom under the MBNL Guarantee. 15.4 Conditional upon (a) the Company entering into the Project Contract; and (b) the DT Project Guarantee and the Orange Project Guarantee being entered into by Deutsche Telekom and Orange S.A. respectively or any of their respective Group companies before Closing, the Purchaser shall, upon Closing or as soon as reasonably practicable following Closing and in any event no later than three months following Closing, execute either (i) a guarantee in favour of the Home Office (or any other entity as is required by the Home Office) in the same form as Part C of Exhibit 1; or (ii) a novation deed with Deutsche Telekom, Orange S.A. and/or their respective Group companies (as applicable) novating the DT Project Guarantee and the Orange Project Guarantee (as applicable) to the Purchaser (and no other subsidiary) and deliver this to the Home Office or the appropriate agency or party. 15.5 The Purchaser and Sellers agree that the DT Project Guarantee and the Orange Project Guarantee shall be treated as Third Party Assurances for the purposes of clause 15.1 of this Agreement.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 15.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Sellers’ Groups is released from the Third Party Assurances including those listed in Part A of Exhibit 1 given by the Sellers’ Groups in respect of obligations of any Target Company. Pending release of these Third Party Assurances, the Purchaser shall indemnify each Seller and each member of their respective Groups against any and all Costs incurred by such Seller or the members of its Group arising after Closing under or by reason of such Third Party Assurances. 15.2 Each Seller shall use its reasonable endeavours to ensure that as soon as reasonably practicable after Closing each Target Company is released from all Third Party Assurances (including those listed in Part B of Exhibit 1 given by it, or in respect of which it is a guarantor, any Target Company in respect of obligations of any Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). In addition, the Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group is released in full from such Third Party Assurancethat Seller’s Group). Pending release of any such Third Party Assurance, the Purchaser each Seller shall indemnify the Seller and each of its Affiliates Target Companies against any and all Losses arising after Closing under or Costs incurred by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses arising after Closing under or by reason of that Third Party Assurance. 15.3 Between the date of this Agreement and Closing, the parties shall use reasonable endeavours to ensure that with effect from Closing, Deutsche Telekom is replaced as guarantor by the Purchaser (or another acceptable member of its Group, if any) and fully released under the MBNL Guarantee. If such guarantee is not replaced by the Purchaser at Closing, the Purchaser shall (i) enter into the MBNL Back-to-Back Guarantee at Closing and (ii) use reasonable endeavours to replace Deutsche Telekom with the Purchaser or a member of the Purchaser’s Group as guarantor and fully release Deutsche Telekom under the MBNL Guarantee as soon as reasonably practicable thereafter. For the avoidance of doubt, the Purchaser shall not be obliged to obtain a bank guarantee to replace Deutsche Telekom under the MBNL Guarantee.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 The Purchaser 17.1 Xxxxx shall use its commercially reasonable endeavours efforts to procure that, at Closing or as soon as reasonably practicable thereafter, each member of the Seller Group is released in full from all Third Party Assurances by which it or any members of the Seller Group is bound in respect of any obligations of any member or members of the Target Group or any Assumed Obligations, as well as from the letter of credit from Citibank, guaranteed by PPPI, in favor of the U.S. Environmental Protection Agency in connection with remediation measures at PPPI’s Des Moines plant. 17.2 In addition, Xxxxx shall use commercially reasonable efforts to ensure that, as soon as reasonably practicable after Closingbecoming aware of any Third Party Assurance in respect of any obligations of any member of the Target Group that was incurred in the ordinary course of business and exceeds the amount of *** individually or *** in the aggregate, each member of the Seller Group is released in full from such Third Party Assurance. 17.3 Xxxxx’x obligations under this Article 17 shall include provision by it or an appropriate member of the Xxxxx Group of a guarantee and/or provision of a bank guarantee and/or letter of credit to the relevant beneficiary in replacement of the relevant Third Party Assurance. For the avoidance of doubt, the amount of any such replacement guarantee and/or bank guarantee and/or letter of credit shall be equal to but no greater than the amount of the relevant Third Party Assurance and the terms on which such replacement is provided shall be no more onerous than those under the original Third Party Assurance to which it relates. 17.4 Pending release of any Third Party Assurance given by a member of the Seller Group referred to in this Article 17, Xxxxx shall indemnify each member of the Seller Group (including any person who ceases to be a member of the Seller Group after the date of this Agreement) against any and all Liabilities and Costs under or by reason of that Third Party Assurance. The indemnity under this Article 17.4 shall be limited to an amount equal to that which the beneficiary of that Third Party Assurance would have been entitled to recover under and in accordance with the terms of such Third Party Assurance. The provisions of this Article 17.4 shall not apply to the letter of credit from Citibank, guaranteed by PPPI, in favor of the U.S. Environmental Protection Agency in connection with remediation measures at PPPI’s Des Moines plant. 17.5 The RTA Representative shall use commercially reasonable efforts to procure that, at Closing or as soon as reasonably practicable thereafter, each member of the Target Group is released in full from all Third Party Assurances given by it, or in respect of which it is a guarantor, bound in respect of obligations of any Target Company (details member of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). Seller Group, including any Excluded Obligations. 17.6 In addition, the Purchaser RTA Representative shall use its commercially reasonable endeavours efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at member of the earliest at Closing)Seller Group, each member of the Seller Target Group is released in full from such Third Party Assurance. 17.7 The RTA Representative’s obligations under this Article 17 shall include provision by an appropriate member of the Seller Group of a guarantee and/or provision of a bank guarantee and/or letter of credit to the relevant beneficiary in replacement of the relevant Third Party Assurance. For the avoidance of doubt, the amount of any such replacement guarantee and/or bank guarantee and/or letter of credit shall be equal to but no greater than the amount of the relevant Third Party Assurance and the terms on which such replacement is provided shall be no more onerous than those under the original Third Party Assurance to which it relates. 17.8 Pending release of any such Third Party AssuranceAssurance given by a member of the Target Group referred to in this Article 17, the Purchaser Sellers shall indemnify each member of the Seller and each of its Affiliates Target Group against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser Liabilities and each of its Affiliates on an after-Tax basis against any and all Losses Costs arising after Closing under or by reason of that Third Party Assurance. The indemnity under this Article 17.8 shall be limited to an amount equal to that which the beneficiary of that Third Party Assurance would have been entitled to recover under and in accordance with the terms of such Third Party Assurance.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 12.1 The Purchaser shall use its reasonable endeavours efforts to ensure that, that as soon as reasonably practicable after Closing, Closing each member of the Seller Group is released in full from all Third Party Assurances listed in Part A of Schedule 10 given by it, or in respect of which it is a guarantor, in respect of obligations of any member of the Target Group. Pending release of any Third Party Assurance referred to in this clause 12.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all amounts arising after Closing under or by reason of that Third Party Assurance. 12.2 The Seller shall procure on or before Closing that each Target Company (details is released in full from all Third Party Assurances listed in Part B of which have been provided to Schedule 10 given by it in respect of obligations of any member of the Purchaser in the Disclosure Letter or Disclosure Documents)Seller Group. In addition, the Purchaser Seller shall use its reasonable endeavours efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company member of the Seller Group (but at the earliest at Closing), each member of the Seller Group Target Company is released in full from such Third Party Assurance. Pending release of any such Third Party Assurance, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only referred to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurancethis clause 12.1, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses amounts arising after Closing under or by reason of that Third Party Assurance.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 17.1 The Purchaser shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, that at Closing each member of the Seller Group is released in full from all Third Party Assurances given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details of or relating to any Business Contract which have been provided to the Purchaser are listed in the Disclosure Letter or Disclosure Documents)Exhibit 6. In addition, the Purchaser shall use its reasonable endeavours efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing)or relating to any Business Contract, each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any such Third Party AssuranceAssurance referred to in this clause 17.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses Costs arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after ClosingAssurance. 14.2 17.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, that at Closing each Target Company is released in full from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group which are listed in Exhibit 6. In addition, the Seller shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any member of the Seller Group, each Target Company is released in full from such Third Party Assurance. Pending release of any such Third Party AssuranceAssurance referred to in this clause 17.2, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses Costs arising after Closing under or by reason of that Third Party Assurance.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 9.1 The Purchaser Purchaser: (a) shall use its best endeavours to procure that within 10 Business Days after Closing, the members of the Sellers’ Group listed Schedule 10 are released in full from both of the guarantees in favour of HSBC Bank plc listed Schedule 10 and if for any reason the same have not been released before the expiry of such period of 10 Business Days, undertakes to provide to such members of the Sellers’ Group first demand bank guarantees, in such form as they may reasonably require in respect of the totality of their exposure under such guarantees, (b) shall use all reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each member of the Seller Group is released from all Third Party Assurances given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents). In addition, the Purchaser shall use its reasonable endeavours to ensure procure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance not listed in Schedule 10 in respect of any obligations of any Target Company, each member of the Sellers’ Group bound by such Third Party Assurance is released in full from such Third Party Assurance; and (c) pending release of any Third Party Assurance referred to in paragraph (a) or (b), undertakes to the Sellers (for themselves and on behalf of each member of the Sellers’ Group) to indemnify the Sellers and each member of the Sellers’ Group against any and all Costs arising as a result of any breach by any Target Company of its obligations to which such Third Party Assurance relates provided that the liability of the Purchaser under this clause 9.1(c) in respect of such breach shall be no greater than the liability which such Target Company has as a result of such breach. 9.2 The Sellers: (a) shall use all reasonable endeavours to procure that, as soon as reasonably practicable after becoming aware of any Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group Sellers’ Group, each Target Company bound by such Third Party Assurance is released in full from such Third Party Assurance. Pending ; and (b) pending release of any such Third Party Assurance, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only referred to in paragraph (a), undertake to the extent such Losses are attributable to actions or omissions Purchaser (for itself and on behalf of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall Company) to indemnify the Purchaser and each of its Affiliates on an after-Tax basis Target Company against any and all Losses Costs arising after Closing under or as a result of any breach by reason any member of that the Sellers’ Group of its obligations to which such Third Party AssuranceAssurance relates.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 22.1 The Purchaser Purchasers shall ensure that at Closing each member of the Sellers’ Group is released in full from all Third Party Assurances listed in Part A of Exhibit 1 given by it in respect of obligations of any Target Company. In addition, the Purchasers shall use its all reasonable endeavours efforts to ensure that, as soon as reasonably practicable after Closingbecoming aware of any Third Party Assurance given in the ordinary course of trading in respect of any obligations of any Target Company, each member of the Seller Sellers’ Group is released in full from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 22.1, the Purchasers shall indemnify the Sellers and each of their Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance. 22.2 The Sellers shall ensure that at Closing each Target Company is released in full from all Third Party Assurances listed in Part B of Exhibit 1 given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details member of which have been provided to the Purchaser in the Disclosure Letter Sellers’ Group or Disclosure Documents)any other Third Party Rights. In addition, the Purchaser Sellers shall use its their reasonable endeavours efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing), each member of the Seller Group Sellers’ Group, each Target Company is released in full from such Third Party Assurance. Pending release of any such Third Party AssuranceAssurance referred to in this clause 22.2, the Purchaser Sellers shall indemnify the Seller Purchasers and each of its their Affiliates against any and all Losses arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses Costs arising after Closing under or by reason of that Third Party Assurance.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 15.1 The Purchaser Purchaser: (a) shall use its all reasonable endeavours to ensure that, as soon as reasonably practicable after that at Closing; and (b) in any case shall ensure that within 30 Business Days following Closing, each Seller and each member of the its Seller Group is released in full from all Third Party Assurances listed in paragraph 1 of Part G of each of the Local Schedules given by it, or in respect of which it is a guarantor, in respect of obligations of any its Target Company (details of which have been provided to the Purchaser in the Disclosure Letter or Disclosure Documents)Companies. In addition, the Purchaser shall use its all reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at Company, the earliest at Closing), relevant Seller and each member of the its Seller Group is released in full from such Third Party Assurance. Pending release of any such Third Party AssuranceAssurance referred to in this clause 15.1, the Purchaser shall indemnify covenants to pay the relevant Seller and each of its Affiliates against an amount equal to any and all Losses arising after Closing under incurred by such Seller or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions of the Purchaser in respect of the period after Closing. 14.2 The Seller shall use its reasonable endeavours to ensure that, as soon as reasonably practicable after Closing, each Target Company is released from all Third Party Assurances given by it in respect of obligations of any member of the Seller Group. Pending release of any such Third Party Assurance, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses arising after Closing under or by reason of that Third Party Assurance. 15.2 Each Seller shall ensure that at Closing each of its Target Companies is released in full from all Third Party Assurances listed in paragraph 2 of Part G of each of the Local Schedules given by it in respect of obligations of any member of its Seller Group. In addition, each Seller shall use all reasonable endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any member of its Seller Group, each of its Target Companies is released in full from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 15.2, each Seller covenants to pay the Purchaser an amount equal to any and all Losses incurred by the Purchaser or any of its Affiliates arising after Closing under or by reason of any such Third Party Assurance given by any of its Target Companies.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES. 14.1 20.1 The Purchaser shall use its reasonable endeavours to ensure that, that at Closing (or as soon as reasonably practicable after Closing, thereafter) each member of the Seller Group is released in full from all Third Party Assurances listed in Part A of Exhibit 1 given by it, or in respect of which it is a guarantor, in respect of obligations of any Target Company (details of which have been provided or relating to the Purchaser in the Disclosure Letter or Disclosure Documents)any Business Contract. In addition, the Purchaser shall use its reasonable best endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Target Company (but at the earliest at Closing)or relating to any Business Contract, each member of the Seller Group is released in full from such Third Party Assurance. Pending release of any such Third Party AssuranceAssurance referred to in this clause 20.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Losses Costs arising after Closing under or by reason of that Third Party Assurance but only to the extent such Losses are attributable to actions or omissions Assurance. 20.2 The Purchaser shall ensure that at Closing each member of the Worldwide Household Business Purchaser Group is released in full from all Third Party Assurances listed in Part B of Exhibit 1 given by it in respect of obligations of any Target Company or relating to any Business Contract. In addition, the period after Closing. 14.2 The Seller Purchaser shall use its reasonable endeavours efforts to ensure that, as soon as reasonably practicable after Closingbecoming aware of any other Third Party Assurance in respect of any obligations of any Target Company or relating to any Business Contract, each member of the Worldwide Household Business Purchaser Group is released in full from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 20.2, the Purchaser shall indemnify the Worldwide Household Business Purchaser and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance. 20.3 The Seller shall ensure that at Closing each Target Company is released in full from all Third Party Assurances listed in Part C of Exhibit 1 given by it in respect of obligations of any member of the Seller Group. In addition, the Seller shall use its reasonable best endeavours to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any member of the Seller Group, each Target Company is released in full from such Third Party Assurance. Pending release of any such Third Party AssuranceAssurance referred to in this clause 20.3, the Seller shall indemnify the Purchaser and each of its Affiliates on an after-Tax basis against any and all Losses Costs arising after Closing under or by reason of that Third Party Assurance.