Common use of Guarantees; Letters of Credit Clause in Contracts

Guarantees; Letters of Credit. Purchaser shall use commercially reasonable efforts to cause itself or one or more of its Affiliates to be substituted in all respects for Seller or any of its Subsidiaries that is not an Acquired Company, effective as of the Closing Date, in respect of all obligations of Seller and any such Subsidiary that is not an Acquired Company under each of the guarantees, surety bonds, letters of credit, letters of comfort, bid bonds, performance bonds and other financial assurance arrangements or commitments obtained or entered into by Seller or any of its Subsidiaries that is not an Acquired Company for the benefit of the Business (and Seller and its Subsidiaries shall be released from any such obligations), including those guarantees, surety bonds, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Schedule 7.6 (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 7.6 has been effected, Seller and its Subsidiaries that are not Acquired Companies shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 7.6 has not been effected, Purchaser shall (i) use commercially reasonable efforts to affect such substitution as soon as practicable following the Closing, but in any event within 6 months thereof, and (ii) indemnify Seller and its Subsidiaries that are not Acquired Companies with respect to any such Guarantees in accordance with Article XI; provided, however, that notwithstanding anything in the foregoing, with respect to any of the Guarantees set forth in Schedule 7.6, Seller and its Subsidiaries may at any time following the six month anniversary of the Closing terminate one or more of such Guarantees and thereafter cease to have any obligation whatsoever arising from or in connection with any such terminated Guarantee.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respect, Purchaser shall use commercially its reasonable best efforts to cause itself or itself, one or more of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for Seller or the Sellers and any of its Subsidiaries that is not an Acquired Companytheir respective Affiliates and for the Sellers and their respective Affiliates to be released, effective as of the Closing DateClosing, in respect of all Liabilities and obligations of Seller the Sellers and any such Subsidiary that is not an Acquired Company of their respective Affiliates under or related to each of the guaranteesSeller Parent Guarantees and Seller Parent LCs (other than to the extent related to the Retained Business, surety bondsExcluded Assets or Retained Liabilities), letters and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiaries) are not released), effective as of creditthe Closing, letters Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of comfortthe Sellers, bid bondsPurchaser Parent or any of their respective Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments or incur any costs or expenses, performance bonds grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other financial assurance arrangements than Purchaser and its Subsidiaries), as applicable, or commitments obtained agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or entered into by Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Subsidiaries Affiliates be obligated to pay any money to any Person to effect the substitutions described in this Section 6.13(a). The Parties agree that is not an Acquired Company for the benefit neither Seller Parent nor any of the Business (and Seller and its Retained Subsidiaries shall be released from any such obligations), including those guarantees, surety bonds, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Schedule 7.6 (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 7.6 has been effected, Seller and its Subsidiaries that are not Acquired Companies shall from and after the Closing cease to will have any obligation whatsoever arising from or in connection with to renew any Seller Parent LCs after the Guarantees. To the extent such substitution contemplated by the first sentence expiration of this Section 7.6 has not been effected, Purchaser shall (i) use commercially reasonable efforts to affect such substitution as soon as practicable following the Closing, but in any event within 6 months thereof, and (ii) indemnify Seller and its Subsidiaries that are not Acquired Companies with respect to any such letter of credit. Neither the Seller Parent Guarantees in accordance with Article XI; provided, however, that notwithstanding anything in nor the foregoing, with respect to any of the Guarantees set forth in Schedule 7.6, Seller and its Subsidiaries may at any time following the six month anniversary of the Closing terminate one or more of such Guarantees and thereafter cease to have any obligation whatsoever arising from or in connection with any such terminated GuaranteeParent LCs shall be deemed Purchased Assets hereunder.

Guarantees; Letters of Credit. Purchaser (a) Between the date of this Agreement and the Closing, the Sellers shall promptly deliver to Buyer a copy of any DuPont Guarantees arising after the date of this Agreement or otherwise not included on Schedule 3.22(a). Prior to the Closing Date, DuPont and Buyer shall cooperate and shall use commercially their respective reasonable commercial efforts to terminate, or cause itself Buyer or (if it is able to do so and in its sole discretion) one or more of its Affiliates to be substituted in all respects for Seller DuPont and any Retained Subsidiary in respect of, all obligations of DuPont or any of the Retained Subsidiaries under the DuPont Guarantees on the Closing Date. With respect to any DuPont Guarantees that remain outstanding after the Closing Date, (i) DuPont and Buyer shall continue to cooperate and use their respective reasonable commercial efforts to terminate, or cause Buyer or (if it is able to do so and in its sole discretion) one of its Affiliates to be substituted in all respects for DuPont and any Retained Subsidiary in respect of, all obligations of DuPont or any of the Retained Subsidiaries under the DuPont Guarantees, (ii) Buyer shall indemnify and hold harmless the DuPont Indemnified Parties for any Losses arising from such DuPont Guarantees and (iii) Buyer shall not permit any DTI Company or any of its Subsidiaries that is or Affiliates to, and shall not an Acquired Companypropose or cause any Joint Venture to (a) renew or extend the term of or (b) increase its obligations under, effective as of the Closing Dateor transfer to another third party, in respect of all obligations of Seller and any such Subsidiary that is not an Acquired Company under each of the guaranteesloan, surety bondsLease, letters of credit, letters of comfort, bid bonds, performance bonds and Contract or other financial assurance arrangements or commitments obtained or entered into by Seller obligation for which DuPont or any of its the Retained Subsidiaries is or would reasonably be expected to be liable under such DuPont Guarantee; PROVIDED, HOWEVER, that notwithstanding clause (a) above, Buyer shall be permitted to renew or extend the term of any obligation for which DuPont or any of the Retained Subsidiaries is or would reasonably be expected to be liable under a DuPont Guarantee in the ordinary course of business consistent with past practice, so long as such renewal or extension shall in no 144 event be beyond the date that is not an Acquired Company for eighteen (18) months after the benefit of the Business (and Seller and its Subsidiaries shall be released from any such obligations), including those guarantees, surety bonds, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Schedule 7.6 (the “Guarantees”)Closing. To the extent such substitution contemplated by that DuPont or the first sentence of this Section 7.6 has been effectedRetained Subsidiaries have performance obligations under any DuPont Guarantee, Seller and its Subsidiaries that are not Acquired Companies shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 7.6 has not been effected, Purchaser shall (i) Buyer will use commercially reasonable commercial efforts to affect (x) perform such substitution obligations on behalf of DuPont and the Retained Subsidiaries or (y) otherwise take such action as soon reasonably requested by DuPont so as practicable following to put DuPont and the Closing, but Retained Subsidiaries in any event within 6 months thereofthe same position as if Buyer, and (ii) indemnify Seller not DuPont or a Retained Subsidiary, had performed or were performing such obligations, including concurrently purchasing from DuPont and its the Retained Subsidiaries such products that DuPont and the Retained Subsidiaries are not Acquired Companies with respect required to any such Guarantees purchase pursuant to the relevant DuPont Guarantee in accordance with Article XI; provided, however, that notwithstanding anything in the foregoing, with respect to any lieu of the Guarantees set forth in Schedule 7.6, Seller and its Subsidiaries may at any time following the six month anniversary of the Closing terminate one or more of such Guarantees and thereafter cease to have any obligation whatsoever arising from or in connection with any such terminated Guaranteeperformance by Buyer.

Guarantees; Letters of Credit. (a) Without limiting Section 6.13(b) in any respect, Purchaser shall use commercially its reasonable best efforts to cause itself or itself, one or more of its Affiliates or the Conveyed Subsidiaries to be substituted in all respects for Seller or the Sellers and any of its Subsidiaries that is not an Acquired Companytheir respective Affiliates and for the Sellers 159 and their respective Affiliates to be released, effective as of the Closing DateClosing, in respect of all Liabilities and obligations of Seller the Sellers and any such Subsidiary that is not an Acquired Company of their respective Affiliates under or related to each of the guaranteesSeller Parent Guarantees and Seller Parent LCs (other than to the extent related to the Retained Business, surety bondsExcluded Assets or Retained Liabilities), letters and Purchaser Parent and the Sellers shall reasonably cooperate in Purchaser’s efforts. Subject to the parenthetical in the preceding sentence, for any Seller Parent Guarantee or Seller Parent LC for which Purchaser or any Conveyed Subsidiary, as applicable, is not substituted in all respects for the Sellers and their respective Affiliates (or for which the Sellers and their respective Affiliates (other than the Conveyed Subsidiaries) are not released), effective as of creditthe Closing, letters Purchaser shall continue to use its reasonable best efforts, and shall cause the Conveyed Subsidiaries to use their reasonable best efforts, to effect such substitution and release after the Closing, and Purchaser Parent and the Sellers shall continue to reasonably cooperate in Purchaser’s efforts; provided that none of comfortthe Sellers, bid bondsPurchaser Parent or any of their respective Affiliates (other than Purchaser and its Subsidiaries) shall have any obligation to make payments or incur any costs or expenses, performance bonds grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 6.13 except to the extent Purchaser agrees to promptly reimburse Sellers, Purchaser Parent and their Affiliates (other financial assurance arrangements than Purchaser and its Subsidiaries), as applicable, or commitments obtained agrees to fully indemnify the Sellers, Purchaser Parent and their Affiliates (other than Purchaser and its Subsidiaries), as applicable, for any such Liabilities to Seller Parent’s or entered into by Purchaser Parent’s reasonable satisfaction, as applicable. Without limiting the foregoing, neither Purchaser nor any of its Affiliates shall extend, renew, increase its obligations under or transfer to a third party any Contract containing or underlying a Seller Parent Guarantee or Seller Parent LC or any Contract to which any Seller Parent Guarantee or Seller Parent LC relates or pursuant to which any Seller Parent Guarantee or Seller Parent LC was issued or required to be issued unless, prior to or concurrently with such extension, renewal, increase or transfer, Purchaser or a Subsidiary of Purchaser is substituted in all respects for the Sellers and each of their respective Affiliates, and the Sellers and their respective Affiliates are released, in respect of all Liabilities and obligations of the Sellers and each of their respective Affiliates under or in respect of such Seller Parent Guarantee or Seller Parent LC. In no event shall Seller Parent or any of its Subsidiaries Affiliates be obligated to pay any money to any Person to effect the substitutions described in this Section 6.13(a). The Parties agree that is not an Acquired Company for the benefit neither Seller Parent nor any of the Business (and Seller and its Retained Subsidiaries shall be released from any such obligations), including those guarantees, surety bonds, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Schedule 7.6 (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 7.6 has been effected, Seller and its Subsidiaries that are not Acquired Companies shall from and after the Closing cease to will have any obligation whatsoever arising from or in connection with to renew any Seller Parent LCs after the Guarantees. To the extent such substitution contemplated by the first sentence expiration of this Section 7.6 has not been effected, Purchaser shall (i) use commercially reasonable efforts to affect such substitution as soon as practicable following the Closing, but in any event within 6 months thereof, and (ii) indemnify Seller and its Subsidiaries that are not Acquired Companies with respect to any such letter of credit. Neither the Seller Parent Guarantees in accordance with Article XI; provided, however, that notwithstanding anything in nor the foregoing, with respect to any of the Guarantees set forth in Schedule 7.6, Seller and its Subsidiaries may at any time following the six month anniversary of the Closing terminate one or more of such Guarantees and thereafter cease to have any obligation whatsoever arising from or in connection with any such terminated GuaranteeParent LCs shall be deemed Purchased Assets hereunder.