Common use of Guarantees; Other Obligations Clause in Contracts

Guarantees; Other Obligations. At or before the Closing, the Purchaser shall use its reasonable best efforts, and the Seller and its Affiliates shall cooperate with the Purchaser, to (a) arrange for substitute letters of credit, surety bonds, guarantees of the Purchaser and other obligations to replace (i) the Seller Guarantees set forth on Section 3.01(n)(xii) of the Disclosure Letter and (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) (collectively, the “Approved Seller Guarantees”) or (b) assume all obligations under each Approved Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Guarantees. To the extent the beneficiary or counterparty under any Approved Seller Guarantees does not accept any such substitute letter of credit, guarantee of the Purchaser or other obligation proffered by the Purchaser, the Purchaser shall (x) indemnify, defend and hold harmless the Seller and its Affiliates, and reimburse the Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Approved Seller Guarantee, including the Seller’s and its Affiliates’ expenses in maintaining such Approved Seller Guarantees, whether or not any such Approved Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and its Affiliates to the extent any Approved Seller Guarantee is called upon and any of the Seller or its Affiliates makes any payment or is obligated to reimburse the party issuing the Approved Seller Guarantee and (y) not without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by any Approved Seller Guarantee. At the request of the Seller, and at any time any of the Seller’s or its Affiliate’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the Seller, in an amount equal to the Seller’s and their Affiliates’ entire potential liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.

Guarantees; Other Obligations. (a) As promptly as practicable following the Agreement Date, Seller shall provide to Buyer a schedule listing all of the outstanding Seller Guarantees. At or before the Closing, the Purchaser Buyer shall use its reasonable best efforts, and the Seller and its Affiliates shall cooperate with the Purchaser, efforts to (ai) arrange for substitute letters of credit, surety bonds, Buyer guarantees of the Purchaser and other obligations to replace (i) the any outstanding Seller Guarantees set forth on Section 3.01(n)(xii) of the Disclosure Letter and or (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) (collectivelyto the extent permitted by applicable Law and the terms thereof, the “Approved Seller Guarantees”) or (b) assume all obligations (solely to the extent constituting Assumed Liabilities) under each Approved Seller Guarantee, obtaining and obtain from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Guarantees (solely to the extent relating to the Business). In furtherance and not in limitation of the foregoing, Seller shall reasonably cooperate with Buyer and have the primary responsibility to direct the process by which the Parties approach the beneficiaries or counterparties of such Seller Guarantees, including by taking the lead in all meetings, discussions and communications with beneficiaries or counterparties. To the extent the beneficiary or counterparty under any Approved Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee of the Purchaser or other obligation proffered by Buyer and Buyer is not permitted to assume or cause to be assumed any such Seller Guarantee in accordance with the Purchaserforegoing clause (ii) from and after the Closing, the Purchaser Buyer shall (x) indemnify, defend and hold harmless the Seller and its AffiliatesSubsidiaries against, and reimburse the Seller and its Affiliates Subsidiaries for, all amounts paid (that are reasonably incurred, including reasonable and documented out-of-pocket costs or expenses) expenses in connection with such Approved Seller GuaranteeGuarantees, including the Seller’s and its AffiliatesSubsidiaries’ reasonable and documented out-of-pocket costs or expenses in maintaining such Approved Seller Guarantees, whether or not any such Approved Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and its Affiliates Subsidiaries to the extent any Approved Seller Guarantee is called drawn upon and Seller or any of the Seller or its Affiliates Subsidiaries makes any payment or is obligated to reimburse reimburses the party issuing the Approved Seller Guarantee and (y) not without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its AffiliatesSubsidiaries, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by any Approved Seller Guarantee. At the request of the Seller, and at any time any of the Seller’s or its Affiliate’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the Seller, in an amount equal to the Seller’s and their Affiliates’ entire potential liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.

Guarantees; Other Obligations. At or before the Closing, the Purchaser Buyer shall use its commercially reasonable best efforts, and the Seller and its Affiliates shall cooperate with the Purchaser, efforts to (a) arrange for substitute letters of credit, surety bonds, Buyer guarantees of the Purchaser and other obligations to replace (i) the outstanding Seller Guarantees set forth listed on Section 3.01(n)(xii) of the Disclosure Letter and (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) (collectively, the “Approved Seller Guarantees”) Schedule 7.6 or (b) to the extent permitted by applicable Law and the terms thereof, assume all obligations (solely to the extent Related to the Business) under each Approved Seller Guarantee, obtaining and obtain from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Guarantees (solely to the extent Related to the Business). In furtherance and not in limitation of the foregoing, Seller shall have the right to control and direct the process by which the Parties approach the beneficiaries or counterparties of such Seller Guarantees, including by taking the lead in all meetings, discussions and communications with beneficiaries or counterparties. To the extent the beneficiary or counterparty under any Approved Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee of the Purchaser or other obligation proffered by Buyer and Buyer is not permitted to assume or cause to be assumed any such Seller Guarantee in accordance with the Purchaserforegoing clause (b), the Purchaser Buyer shall (x) indemnify, defend and hold harmless the Seller and its AffiliatesSubsidiaries against, and reimburse the Seller and its Affiliates for, all amounts paid (paid, including costs or expenses) expenses in connection with such Approved Seller GuaranteeGuarantees, including the Seller’s and its Affiliates’ expenses in maintaining such Approved Seller Guarantees, whether or not any such Approved Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and its Affiliates to the extent any Approved Seller Guarantee is called upon and Seller or any of the Seller or its Affiliates makes any payment or is obligated to reimburse the party issuing the Approved Seller Guarantee and (y) not without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by any Approved Seller Guarantee. At the request of the Seller, and at any time any of the Seller’s or its Affiliate’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the Seller, in an amount equal to the Seller’s and their Affiliates’ entire potential liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.

Guarantees; Other Obligations. At or before the Closing, the Purchaser Buyer shall use its reasonable best efforts, and the Seller and or shall cause its Affiliates shall cooperate with the Purchaser, to use commercially reasonable efforts to (ai) arrange for substitute letters of credit, surety bonds, guarantees of the Purchaser and other obligations to replace (iA) the any Seller Guarantees set forth listed on Section 3.01(n)(xiiSchedule 6.14(A) and outstanding as of the Disclosure Letter Agreement Date to the extent necessary and required for the operation of the Transferred Assets from and after the Effective Time, and (iiB) any Seller Guarantees entered into in accordance with Section 4.01(a)(xithe Ordinary Course of Business during the Pre-Closing Period, so long as Seller obtained Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) before the incurrence of the same (the Seller Guarantees described in the foregoing clauses (i)(A) and (i)(B), collectively, the “Approved Seller Business Guarantees”) or (bii) assume all obligations under each Approved such Seller GuaranteeBusiness Guarantees, obtaining from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Business Guarantees; provided, however, for the avoidance of doubt, the term Seller Business Guarantees as used in this Section 6.14 shall not include, and Buyer and Buyer’s Affiliates shall have no Liability or obligation under this Section 6.14 with respect to, any letters of credit, guarantees or other obligations to the extent such letters of credit, guarantees or other obligations relate to the Excluded Assets or Excluded Liabilities. To the extent the beneficiary or counterparty under any Approved Seller Guarantees Business Guarantee does not accept as of the Closing any such substitute letter of credit, Buyer guarantee of the Purchaser or other obligation proffered by Buyer, effective from and after the PurchaserClosing Date until the Wind-up Date, the Purchaser Buyer shall, and shall cause each of its Affiliates to, (x) indemnify, defend and hold harmless the Seller and its AffiliatesAffiliates against, and reimburse the Seller and its Affiliates for, all amounts paid (paid, including costs or expenses) expenses in connection with such Approved Seller GuaranteeBusiness Guarantees, including the Seller’s and its Affiliates’ expenses in maintaining such Approved Seller Business Guarantees, whether or not any such Approved Seller Business Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and its Affiliates to the extent any Approved a Seller Business Guarantee is called upon and any of the Seller or its Affiliates makes make any payment or is are obligated to reimburse the party issuing the Approved Seller Business Guarantee and (y) not not, without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Business Guarantee or any obligation supported support by any Approved Seller Business Guarantee. At the request of the Seller, and at any time any of the Seller’s xxxx Xxxxxx’x or its Affiliate’s Affiliates’ obligations under any Approved Seller Business Guarantee have not been irrevocably released, the Purchaser Buyer shall provide the Seller Parties and their Affiliates its Affiliates, with letters of credit or a surety bond(s)credit, issued by an issuer reasonably acceptable to the Seller, Seller and in an amount equal to the Seller’s and their its Affiliates’ entire potential liability Liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond guarantee or other financial assurance obligation shall not expire, terminate or be cancelled until the earlier of (i) Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability Liability with respect to all Approved Seller Guarantees, and (ii) the Wind-up Date with respect to such Seller or Seller Affiliate.

Guarantees; Other Obligations. At or before the Closing, the Purchaser Buyer shall use its reasonable best efforts, and the Parent shall, and shall cause Seller and its Affiliates shall to, cooperate with the PurchaserBuyer, to (a) arrange for substitute letters of credit, surety bonds, Buyer guarantees of the Purchaser and other obligations to replace (i) the any Seller Guarantees set forth on Section 3.01(n)(xii) outstanding as of the Disclosure Letter date hereof and (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) (collectively, the “Approved Seller Guarantees”) ordinary course of business during the period from the date hereof through the Closing Date or (b) assume all obligations under each Approved Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form satisfactory to the SellerSeller Parties) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Guarantees. To the extent the beneficiary or counterparty under any Approved Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee of the Purchaser or other obligation proffered by the PurchaserBuyer, the Purchaser Buyer shall (x) indemnify, defend and hold harmless the Seller Parties and its Affiliatestheir Affiliates against, and reimburse the Seller Parties and its their Affiliates for, all amounts paid (including costs or expenses) in connection with such Approved Seller Guarantee, including the Sellereach Seller Party’s and its Affiliates’ expenses in maintaining such Approved Seller Guarantees, whether or not any such Approved Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller Parties and its their Affiliates to the extent any Approved Seller Guarantee is called upon and any of the Seller Party or its Affiliates makes any payment or is obligated to reimburse the party issuing the Approved Seller Guarantee and (y) not without the SellerParent’s prior written consent, amend in any manner adverse to the any Seller Party or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by any Approved Seller Guarantee. At the request of the SellerParent, and at any time any of the Seller’s or its AffiliateSeller Party’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser Buyer shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the SellerParent, in an amount equal to the Seller’s Seller Parties’ and their Affiliates’ entire potential liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond guarantee or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller Parties and its their Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.

Guarantees; Other Obligations. At or before the Closing, Buyer shall, with the Purchaser shall cooperation of Seller and subject to Seller providing reasonable access to the beneficiaries under the applicable Seller Guarantees, in respect of each of the Seller Guarantees (x) outstanding as of the Agreement Date, which are as set forth on Schedule 6.06 of the Seller Disclosure Letter (but excluding, for the purpose of this sentence, any Seller Guarantees in respect of any Chinese Credit Facilities) or (y) entered into during the Pre-Closing Period to the extent permitted under Section 6.01(a), use its reasonable best efforts, and the Seller and its Affiliates shall cooperate with the Purchaser, efforts to (ai) arrange for a substitute letters letter of credit, surety bonds, guarantees of the Purchaser and guarantee or other obligations of Buyer or the Transferred Entities to replace (i) the such Seller Guarantees set forth on Section 3.01(n)(xii) of the Disclosure Letter and Guarantee, or (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) (collectively, the “Approved Seller Guarantees”) or (b) assume all obligations under each Approved such Seller Guarantee, obtaining in each case, by using reasonable best efforts to obtain from the creditor, beneficiary or other counterparty a full release (in a form reasonably satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under such Seller Guarantee (for the Approved Seller Guaranteesavoidance of doubt, in each case, with effect only from and after the Closing). To the extent the beneficiary or counterparty under any Approved Seller Guarantees does such a full release is not accept obtained in respect of any such substitute letter of creditSeller Guarantee or any Seller Guarantee relating to any Chinese Credit Facilities, guarantee of in each case that has not otherwise been terminated or expired by its terms, Buyer shall, with effect from the Purchaser or other obligation proffered by the PurchaserClosing, the Purchaser shall (x) indemnify, defend and hold harmless the Seller and its AffiliatesAffiliates against, and reimburse the Seller and its Affiliates for, all amounts paid to the creditor, beneficiary or other counterparty thereof as a result of the enforcement of such Seller Guarantee (including, for the avoidance of doubt, any Seller Guarantee relating to any Chinese Credit Facilities) against Seller by any such Person (including costs or expenses) expenses in connection with such Approved performing under that Seller Guarantee, including (except in the case of any Seller Guarantee relating to any Chinese Credit Facilities) Seller’s and its Affiliates’ expenses out-of-pocket expenses, if any, in maintaining such Approved that Seller GuaranteesGuarantee, regardless of whether or not any such Approved that Seller Guarantee is drawn upon or required to be performed) by Seller or its applicable Affiliate thereunder with respect to any Assumed Liabilities, and shall in any event reasonably promptly reimburse the Seller and its Affiliates to the extent any Approved that Seller Guarantee is so called upon in respect of Assumed Liabilities (including, to the extent that the Chinese Credit Facilities remain outstanding following the Closing Date, the principal amount of such Chinese Credit Facilities and any interest, fees and other amounts payable in respect of the Chinese Credit Facilities constituting Final Assumed Indebtedness but excluding, for purposes of this sentence, interest, fees and other amounts that are payable in respect of such Chinese Credit Facilities and did not constitute Final Assumed Indebtedness) and Seller or any of its Affiliates makes any required payment or is obligated to reimburse the party issuing the Approved Seller Guarantee and (y) not without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by that Seller Guarantee (or promptly after any Approved other such expenses are incurred). Without the prior written consent of Seller, Buyer shall not, and shall not permit its Affiliates to enter into, renew or extend the term of, increase the maximum obligations under or transfer to any third party, any Seller Guarantee or any contract or agreement relating thereto. Neither Seller nor its Subsidiaries will have any obligation to renew any Seller Guarantee after expiration of such Seller Guarantee. At the request of the Seller, and at any time any of the Seller’s or its Affiliate’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the Seller, in an amount equal to the Seller’s and their Affiliates’ entire potential liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.

Guarantees; Other Obligations. At or before prior to the ClosingClosing (or, as applicable, the Purchaser Deferred India Closing), the Buyer shall use its reasonable best efforts, and the Seller and its Affiliates shall cooperate with the Purchaser, to (a) arrange for substitute Buyer guarantees or indemnities (but, for the avoidance of doubt, shall not be required to obtain or arrange letters of credit, surety bonds, guarantees of the Purchaser and other obligations ) to replace (i) the any Seller Guarantees set forth on Section 3.01(n)(xii) outstanding as of the Disclosure Letter date hereof and (ii) any Seller Guarantees entered into in accordance with Section 4.01(a)(xi) the ordinary course of business during the period beginning on the date hereof and ending on the Closing Date (collectivelyor, the “Approved Seller Guarantees”as applicable, Deferred India Closing Date) or (b) assume all obligations under each Approved Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty counterparty, to the extent reasonably possible, a full release (in a form reasonably satisfactory to the Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Approved Seller Guarantees. To the extent the beneficiary or counterparty under any Approved Seller Guarantees Guarantee does not accept any such substitute letter of credit, Buyer guarantee of the Purchaser or other obligation indemnity proffered by the PurchaserBuyer, the Purchaser Buyer shall (x) indemnify, defend and hold harmless the Seller and its AffiliatesAffiliates against, and reimburse the Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Approved Seller GuaranteeGuarantees, including the Seller’s and its Affiliates’ expenses in maintaining such Approved Seller Guarantees, whether or not any such Approved Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse the Seller and its Affiliates to the extent any Approved Seller Guarantee is called upon and any of the Seller or its Affiliates makes any payment or is obligated to reimburse the party issuing the Approved Seller Guarantee and (y) not without the Seller’s prior written consent, amend in any manner adverse to the Seller or any of its Affiliates, or extend (or permit the extension of), any Approved Seller Guarantee or any obligation supported by any Approved Seller Guarantee. At the request of the Seller, and at any time any of the Seller’s or its Affiliate’s obligations under any Approved Seller Guarantee have not been irrevocably released, the Purchaser shall provide the Seller Parties and their Affiliates with letters of credit or a surety bond(s), issued by an issuer reasonably acceptable to the Seller, in an amount equal to the Seller’s and their Affiliates’ entire potential liability pursuant to the immediately preceding sentence. Any such letter of credit, guarantee, performance bond or other financial assurance obligation shall not expire, terminate or be cancelled until the Seller and its Affiliates are irrevocably and unconditionally fully released from the entire potential liability with respect to all Approved Seller Guarantees.