Common use of Intercompany Guarantees Clause in Contracts

Intercompany Guarantees. Prior to the Closing Date, ASC shall use its commercially reasonable efforts to cause the Companies and any of their respective Subsidiaries to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of ASC or any of its Affiliates under each of the guarantees and letters of comfort obtained by the Companies or any of their respective Subsidiaries for the benefit of ASC and its Affiliates (other than the Companies and their respective Subsidiaries) prior to the Closing, and for all obligations of the Companies and their respective Subsidiaries in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the Buyer. ASC agrees to indemnify and hold harmless the Buyer and its Affiliates (including the Companies and their respective Subsidiaries) from and against and in respect of Indemnifiable Losses incurred by the Buyer and its Affiliates (including the Companies and their respective Subsidiaries) under or pursuant to any such guarantee or letters of comfort. Prior to the Closing Date, the Companies shall use their commercially reasonable efforts and following the Closing, the Buyer shall use its commercially reasonable efforts, to cause ASC and any of its Affiliates to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of the Companies or any of their respective Subsidiaries under each of the guarantees and letters of comfort obtained by ASC or any of its Affiliates for the benefit of the Companies and their respective Subsidiaries prior to the Closing, and for all obligations of ASC and its Affiliates in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to ASC. The Buyer agrees to indemnify and hold harmless ASC and its Affiliates from and against and in respect of Indemnifiable Losses incurred by ASC and its Affiliates under or pursuant to any such guarantee or letters of comfort.

Intercompany Guarantees. Prior to the Closing Date, ASC shall use its commercially reasonable efforts to cause the Companies Company and any of their respective its Subsidiaries to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of ASC or any of its Affiliates under each of the guarantees and letters of comfort obtained by the Companies Company or any of their respective its Subsidiaries for the benefit of ASC and its Affiliates (other than the Companies Company and their respective its Subsidiaries) prior to the Closing, and for all obligations of the Companies Company and their respective its Subsidiaries in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the BuyerPurchasers. ASC agrees to indemnify and hold harmless the Buyer Purchasers and its their Affiliates (including the Companies Company and their respective its Subsidiaries) from and against and in respect of Indemnifiable Losses incurred by the Buyer Purchasers and its their Affiliates (including the Companies Company and their respective its Subsidiaries) under or pursuant to any such guarantee or letters of comfort. Prior to the Closing Date, the Companies Company shall use their its commercially reasonable efforts and following the Closing, the Buyer Purchasers shall use its their commercially reasonable efforts, to cause ASC and any of its Affiliates to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of the Companies Company or any of their respective its Subsidiaries under each of the guarantees and letters of comfort obtained by ASC or any of its Affiliates for the benefit of the Companies Company and their respective its Subsidiaries prior to the Closing, and for all obligations of ASC and its Affiliates in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to ASC. The Buyer agrees Purchasers agree to indemnify and hold harmless ASC and its Affiliates from and against and in respect of Indemnifiable Losses incurred by ASC and its Affiliates under or pursuant to any such guarantee or letters of comfort.

Intercompany Guarantees. Prior At all time, prior to and after the Closing Date, ASC shall use its commercially reasonable efforts to cause the Companies Company and ASCRP and any of their respective Subsidiaries to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of ASC or any of its Affiliates under each of the guarantees and letters of comfort obtained by the Companies Company or any of their respective its Subsidiaries for the benefit of ASC and its Affiliates (other than those obtained solely for the Companies benefit of the Company and their respective its Subsidiaries) prior to ), including those set forth on Schedule 9.14 of the ClosingSeller Disclosure Schedule, and for all obligations of the Companies Company and their respective its Subsidiaries in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to the Buyer. ASC agrees to promptly reimburse and otherwise indemnify and hold harmless the Buyer and its Affiliates (including the Companies Company, ASCRP and their respective Subsidiaries) from and against and in respect of Indemnifiable Losses incurred by the Buyer and its Affiliates (including the Companies Company, ASCRP and their respective Subsidiaries) under or pursuant to any such guarantee or letters of comfort. Prior to the Closing Date, the Companies Company shall use their its commercially reasonable efforts and following the Closing, each of the Company and the Buyer shall use its commercially reasonable efforts, to cause ASC and any of its Affiliates to be removed or released, effective as of the Closing, or, if not possible, as soon thereafter as reasonably practicable, in respect of all obligations of the Companies Company, ASCRP or any of their respective Subsidiaries under each of the guarantees and letters of comfort obtained by ASC or any of its Affiliates solely for the benefit of the Companies and Company, ASCRP or their respective Subsidiaries prior to the Closing, and for all obligations of ASC and its Affiliates in respect thereof to be terminated, with, in each case, such substitution, removal, release and termination to be in form and substance reasonably satisfactory to ASC. The Buyer agrees to promptly reimburse and otherwise indemnify and hold harmless ASC and its Affiliates from and against and in respect of Indemnifiable Losses incurred by ASC and its Affiliates under or pursuant to any such guarantee or letters of comfort.