Guarantees; Commitments. (a) After the Closing, Purchaser agrees to indemnify, defend and hold harmless Seller and any of its Affiliates against any Losses that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement or other obligation relating exclusively to the Business, including those listed in Section 7.13(a) of the Company Disclosure Schedule and the Substitute Guarantees, but only to the extent attributable to acts, omissions or obligations of the Company, Purchaser or Purchaser’s Affiliates first arising following the Closing (collectively, the “Indemnified Guarantee Obligations”); (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Indemnified Guarantee Obligations; or (iii) any action, claim or proceeding by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantee Obligations.
(b) Purchaser shall use commercially reasonable efforts to cause Purchaser to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released, effective as soon as reasonably practicable (but in any event within ninety days following the Closing Date), in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit, bank guarantee, keepwell agreements, commitments, understandings, agreements and other obligations of such Persons related to the Business, and listed in Section 7.13(b) of the Company Disclosure Schedule (collectively, the “Substituted Guarantees”). Purchaser further agrees that, to the extent the beneficiary or counterparty under any Substituted Guarantee does not accept any such substitute guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, commitment, understanding, agreement or other obligation proffered by Purchaser or to the extent Seller and its Affiliates are not fully and irrevocably released and discharged, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any reasonable and customary amount...
Guarantees; Commitments. (a) On or prior to the Closing, Parent shall use its reasonable best efforts, and Purchaser shall reasonably cooperate with Parent, to cause the Company and the other Transferred Entities to replace any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitments or other similar obligation issued by or under which Parent or any of its Affiliates have any Liabilities relating to the Business or the Transferred Entities (including, for the avoidance of doubt, those set forth on Section 5.9(a)(i) of the Parent Disclosure Schedule, and, collectively, the “Parent Guarantees” ); provided, however, that Parent shall not be required to take any such action prior to the Closing with respect to the Parent Guarantees set forth on Section 5.9(a)(ii) of the Parent Disclosure Schedule (the “Performance Guarantees” ); and provided, further, that neither Parent nor any of its Affiliates (other than the Transferred Entities) shall be required to compensate any third party or offer or grant any accommodation (financially or otherwise, including any arrangement to remain secondarily liable or provide any other credit support) to any third party in order to obtain such replacement. If any Parent Guarantee is not replaced effective as of the Closing, (i) Purchaser shall, and shall cause the Company to, use its reasonable best efforts, at their sole expense, to cause Parent and its Affiliates to be released from such Parent Guarantee, (ii) with respect to the Performance Guarantees, Purchaser shall cause the Company to, and the Company shall, or shall cause the applicable Transferred Entity to, use its reasonable best efforts to satisfy all performance obligations with respect to such Performance Guarantees, (iii) in furtherance of, and without limiting any of the obligations pursuant to Section 5.9(a)(ii), Purchaser shall cause the Company to, and the Company shall, indemnify and hold harmless Parent and any of its Affiliates against any Liabilities that Parent or any of its Affiliates suffer, incur or are liable for by reason of or arising out of or in consequence of, the Parent Guarantees, any claim or demand for payment made on Parent or any of its Affiliates with respect to any Parent Guarantees, and any Action by any Person who is or claims to be entitled to the benefit of, or claims to be entitled to payment, reimbursement or indemnity with respect to any Parent Guarantee and (iv) at the request of Parent, the Company shall provide Parent and its ...
Guarantees; Commitments. (a) Purchaser shall use commercially reasonable efforts to cause itself or one of its Affiliates (including, after the Closing, any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations of such Persons related to any Acquired Asset, which such guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations set forth on Section 6.17 of the Seller Disclosure Letter (collectively, the “Substituted Guarantees”).
(b) In the event that, as of the Closing, Purchaser or one of its Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused Seller and its Affiliates to be released from, any Substituted Guarantee, (i) Purchaser shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates (including any Acquired Subsidiary) to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, in respect of all obligations of Seller and any of its respective Affiliates under any Substituted Guarantee; and (ii) Purchaser shall indemnify and hold harmless Seller and its Affiliates against any Damages that Seller or any of its Affiliates suffers, incurs or is liable for by reason of or arising out of or in consequence of such Substituted Guarantee.
Guarantees; Commitments. Purchasers shall use their commercially reasonable efforts to substitute itself or have one of its Affiliates to be substituted for Seller and any of its Affiliates, and for Seller and any of its Affiliates to be released, effective as of the Closing, in respect of all obligations of Seller and any of its Affiliates under each of the agreements set forth on Section 6.11 of the Seller Disclosure Letter (the “London Lease Agreements”). If, as of the Closing, Purchasers or one of their Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused Seller and its Affiliates to be released from, any London Lease Agreement, (i) Purchasers shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates to be substituted for Seller and any of its Affiliates, and for Sellers and any of its Affiliates to be released, in respect of all obligations of Seller and any of its Affiliates under each London Lease Agreement and (ii) Purchasers shall indemnify and hold harmless Seller and its Affiliates against any Damages that Seller or any of its Affiliates suffer, incur or are liable for by reason of or arising out of or in consequence of the London Lease Agreements.
Guarantees; Commitments. (a) Section 5.9 of the Seller Disclosure Schedule sets forth a list of each material Seller Guarantee outstanding as of the date hereof, including the member of the Seller Group party to such Seller Guarantee, the beneficiary, the maximum total amount of such obligation outstanding, the Contract or Law that such Seller Guarantee relates to, and the term. Except as otherwise set forth on Section 5.9 of the Seller Disclosure Schedule, from and after the Closing, Purchaser and the Transferred Entities, jointly and severally, shall forever indemnify and hold harmless Seller and any of its Affiliates against any Liabilities that Seller or any of its Affiliates suffer, incur or are liable for by reason of or arising out of or in consequence of (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to or maintaining, any Seller Guarantees), (ii) any claim or demand for payment made on Seller or any of its Affiliates with respect to any of the Seller Guarantees or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Seller Guarantees, and shall reimburse Seller for any fees or expenses incurred in connection with any of the foregoing clauses (i) through (iii), and shall effect such indemnification and reimbursement no later than three (3) Business Days after written demand therefor from Seller. With respect to any Seller Guarantee, Seller and each of its Affiliates is referred to as an “Indemnified Party” for purposes of this Section 5.9.
Guarantees; Commitments. (a) From and after the Closing, Purchaser shall and shall cause the members of the Commercial Air Group to, jointly and severally, indemnify and hold harmless each member of the Seller Group and their respective managers, officers, directors, employees, Representatives, agents, successors and assigns (collectively, “Seller Indemnitees”) against any Losses that any Seller Indemnitee suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) any Seller Indemnitee issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, bank guarantee, keepwell agreement, consumer financing arrangements, or other similar commitment, understanding, agreement or obligation relating to the Business listed on -50-
Guarantees; Commitments. Purchaser shall use commercially reasonable efforts to obtain the release of Seller and its Affiliates, effective as of the Closing, of all obligations of Seller and any of its Affiliates under each of the guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations of such Persons set forth on Section 6.7 of the Disclosure Letter (collectively, such existing guarantees, the “Seller Guarantees”). If any of the Seller Guarantees are not released before or effective as of the Closing, Purchaser shall, from and after the Closing, indemnify and hold Seller and its Affiliates harmless for any and all payments required to be made under, and liabilities, obligations, commitments, costs and expenses incurred in connection with, each such Seller Guarantee, until Seller or its Affiliates, as applicable, have been released by the beneficiary of such Seller Guarantee pursuant to an agreement reasonably acceptable to Seller and Purchaser. If Seller and its Affiliates, as applicable, have not been so released under any such Seller Guarantee as of the Closing Date, Seller and its Affiliates, as applicable, shall have no obligation to continue, and shall have the right to terminate, if terminable, all Seller Guarantees without Liability to Purchaser or any of its Affiliates.
Guarantees; Commitments. (a) From and after the Closing, Parent shall indemnify and hold harmless Purchaser and the Transferred Entities against any Liabilities that Purchaser or any of the Transferred Entities suffer, incur or are liable for by reason of or arising out of or in consequence of any Transferred Entity being a party to, any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitment or other similar obligation relating to the Retained Businesses that is listed on Section 6.9(a) of the Parent Disclosure Schedule (collectively, the “Guarantees”).
(b) Without limiting Section 6.9(a) in any respect, Parent shall use commercially reasonable efforts, at its sole expense, to cause itself or its Affiliates to be substituted in all respects for any Transferred Entity, and for such Transferred Entity to be released, effective as of the Closing, in respect of, or otherwise terminate (and cause such Transferred Entity to be released in respect of), all obligations of the Transferred Entities under each Guarantee. For any Guarantees for which Parent or any of its Subsidiaries is not substituted in all respects for a Transferred Entity (or for which a Transferred Entity is not released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with the Transferred Entities to be released in respect thereof), Parent shall continue to use commercially reasonable efforts and shall cause its Affiliates to use commercially reasonable efforts to effect such substitution or termination and release as soon as practicable after the Closing. Without limiting the foregoing, Parent shall not, nor shall it permit any of its Affiliates to, extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such extension or renewal, Parent or any of its Subsidiaries are substituted in all respects for any Transferred Entity, and such Transferred Entity is released, in respect of all obligations of such Transferred Entity under such Guarantee.
Guarantees; Commitments. (a) From and after the Closing, Purchaser and the Transferred Companies and the Subsidiaries of the Transferred Companies, jointly and severally, shall forever indemnify and hold harmless Parent, the Sellers or any of their respective Affiliates against any amounts payable following the Closing by Parent, the Sellers or any of their respective Affiliates by reason of or arising out of or in consequence of: (i) any guarantee, indemnity, surety bond, letter of credit, letter of comfort or other similar obligation relating to the Business listed in Section 5.9(a) of the Seller Disclosure Schedule (which list may be supplemented by Parent and the Sellers after the date hereof and at least five (5) Business Days prior to the anticipated Closing Date to include any such guarantee, indemnity, surety bond, letter of credit, letter of comfort or other similar obligation relating to the Business entered into after the date hereof in the ordinary course of business consistent with past practice) (collectively, the “Indemnified Guarantees”); (ii) any claim or demand for payment made on Parent, the Sellers or any of their respective Affiliates following the Closing with respect to any of the Indemnified Guarantees; or (iii) any Action, claim or proceeding initiated following the Closing by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Indemnified Guarantees.
Guarantees; Commitments. From and after the Closing, the Transferred Entities, jointly and severally, shall indemnify and hold harmless Parent and any of its Affiliates against any Liabilities that Parent or any of its Affiliates suffer, incur or are liable for by reason of or arising out of or in consequence of (i) Parent or any of its Affiliates issuing, making payment under, being required to pay or
