Common use of Guarantees; Commitments Clause in Contracts

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. (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. (a) Purchaser shall use commercially reasonable efforts to The Sellers shall, at their sole expense, cause itself themselves or one another member of its Affiliates (including, after the Closing, any Acquired Subsidiary) Parent Group to be substituted in all respects for Seller and any of its AffiliatesTransferred Entity, and for Seller and any of its Affiliates such Transferred Entity to be released, effective as of the Closing, in respect of of, or otherwise terminate (and cause such Transferred Entity to be released in respect of), all obligations of Seller and the Transferred Entities under any of its Affiliates under each of the guaranteesguarantee, indemnitiesindemnity, letters surety bond, letter of credit, letters letter of comfort, commitments, understandings, agreements and commitment or other obligations of such Persons related similar obligation relating to any Acquired Asset, which such guarantees, indemnities, letters of credit, letters of comfort, commitments, understandings, agreements and other obligations set forth the Retained Business that is listed on Section 6.17 6.9 of the Seller Disclosure Letter Schedule (collectively, the “Substituted Guarantees”). . For any Guarantees for which a Seller or another member of the Parent Group is not substituted in all respects for a Transferred Entity (bor for which a Transferred Entity is not released) In the event that, effective as of the Closing, Purchaser or one Closing and that cannot otherwise be terminated effective as of its Affiliates shall not have substituted itself for Seller and any of its Affiliates under, and caused Seller and its Affiliates the Closing (with the Transferred Entities to be released fromin respect thereof), any Substituted Guarantee, (i) Purchaser the Sellers shall continue to use commercially reasonable efforts and shall cause their Affiliates to use commercially reasonable efforts to effect such substitution or termination and release as soon as practicable after the Closing and shall indemnify Purchaser and each of the Transferred Entities for any pre- Closing obligations or Liabilities that arise thereunder. Notwithstanding anything to the contrary in this Section 6.9, the Sellers shall cause itself or one of its Affiliates (including any Acquired Subsidiary) each Transferred Entity to be substituted for Seller and released from 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 Guarantee 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 Guaranteethe Credit Agreement.

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 Buyer 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 Guaranteeguarantees, indemnities, letters of credit, letters of comfort, performance bonds, commitments, understandings, agreements and other obligations of such Persons related to the Acquired Companies set forth on Section 6.10 of the Company Disclosure Schedule (collectively, the “Guarantees”), if any, (ia) Purchaser Buyer shall continue to use commercially reasonable efforts to cause itself or one of its Affiliates (including any the Acquired SubsidiaryCompanies) 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; Guarantee and (iib) Purchaser Buyer shall indemnify and hold harmless Seller and its Affiliates against any Damages 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 such Substituted Guarantee. Without limiting the foregoing, if Seller and its Affiliates shall not have been released from any Guarantee, after the Closing, Buyer will not, and will not permit any of its Affiliates to, renew, extend, amend or supplement any loan, contract, lease or other obligation that is covered by a Guarantee without providing Seller with evidence satisfactory to Seller that such Guarantee has been released. Any cash or other collateral posted by Seller or one of its Affiliates (other than the Acquired Companies to the extent any such cash or other collateral was taken into account in the calculation of the Closing Purchase Price) and received by Buyer or any of its Affiliates after the Closing in respect of any Guarantee shall be delivered to Seller.