Common use of Letters of Credit; Other Obligations Clause in Contracts

Letters of Credit; Other Obligations. (a) At or prior to the Closing, Buyer shall at its sole expense use reasonable best efforts to (i) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations to replace or back-stop the letters of credit, surety bonds, guarantees and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by the Business Subsidiaries) solely to the extent that such letters of credit, surety bonds, guarantees or other contractual obligations support an obligation of one or more of the Business Subsidiaries in connection with the Business and are set forth in Section 5.06 of the Disclosure Schedules then outstanding as of the date of this Agreement or entered into in the ordinary course of business during the period from the date of this Agreement through the Closing Date (together, the “Seller Guarantees”) or (ii) assume all obligations under each Seller Guarantee, reasonably cooperating with Seller’s efforts to obtain from the creditor or other counterparty a full release of Seller and any of its Affiliates (other than the Business Subsidiaries) that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the Seller Guarantees. Buyer further agrees that to the extent Seller or any of its Affiliates incurs any Losses in connection with such Seller Guarantees on or after the Closing, Buyer shall indemnify, defend and hold harmless Seller against, and reimburse Seller for, any and all Losses, including costs or expenses in connection with such Seller Guarantees, including Seller’s expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Seller to the extent any Seller Guarantee is called upon and Seller or its Affiliates incurs any Losses in connection with the Seller Guarantee.

Letters of Credit; Other Obligations. ‎Section 5.09 of the Seller Disclosure Schedule sets forth a complete list of all Seller Credit Support. On the Closing Date, Seller shall deliver to Buyer a schedule that sets forth the outstanding Seller Support Credit (including the amount of any guarantees or other credit support as of the Closing Date). (a) At or prior to From the date hereof until no Seller Credit Support remain outstanding (including, for the avoidance of doubt, if applicable, after the Closing), Buyer shall at use its sole expense use commercially reasonable best efforts to (i) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations to replace or back-stop the any letters of credit, guarantees, financial assurances, surety bonds, guarantees performance bonds and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by the Business Subsidiaries) solely to the extent that such letters of credit, surety bonds, guarantees or other contractual obligations support an obligation of one or more of the Business Subsidiaries in connection with the Business and are set forth in Section 5.06 of the Disclosure Schedules then outstanding as of the date of this Agreement or entered into in the ordinary course of business during the period from the date of this Agreement through the Closing Date Business, (togethercollectively, together with all obligations thereunder, the “Seller GuaranteesCredit Support”) or (ii) assume all obligations under each Seller GuaranteeCredit Support, reasonably cooperating with Seller’s efforts to obtain obtaining from the creditor or other counterparty (or, in the case of letters of credit, bonds or other similar Seller Credit Support, the issuing bank (or similar entity) thereof) a full release (in a form and substance satisfactory to Seller) of Seller and any of its Affiliates (other than the Business Subsidiaries) that are all parties liable, directly or indirectly, for reimbursement to the creditor or issuing bank (or similar entity), as applicable, or fulfillment of other obligations to a counterparty or issuing bank (or similar entity), as applicable, in connection with amounts drawn or otherwise due and payable under the Seller GuaranteesCredit Support (including any lenders or other financing parties participating in such letters of credit, bonds or similar Seller Credit Support). Buyer further agrees that to To the extent any Seller or any of its Affiliates incurs any Losses in connection with such Seller Guarantees on or after Credit Support remains outstanding following the Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all Lossesamounts paid, including costs costs, fees or expenses in connection with such Seller GuaranteesCredit Support, including Seller’s expenses and its Affiliates’ fees in maintaining such Seller GuaranteesCredit Support, whether or not any such Seller Guarantee Credit Support is drawn upon or required to be paid or otherwise performed, and shall in any event promptly reimburse Seller and its Affiliates to the extent any Seller Guarantee Credit Support is called drawn upon and Seller or any of its Affiliates incurs makes any Losses in connection with payment, including any reimbursement of the party issuing or otherwise providing the Seller GuaranteeCredit Support.

Letters of Credit; Other Obligations. (a) At or prior to From the date hereof until no Seller Credit Support remain outstanding (including, for the avoidance of doubt, if applicable, after the Closing), Buyer shall at use its sole expense use reasonable best efforts to (i) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations to replace or back-stop the (A) any letters of credit, guarantees, financial assurances, surety bonds, guarantees performance bonds and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by (but not on behalf of) the Business SubsidiariesCompanies) solely to the extent that such letters of credit, surety bonds, guarantees or other contractual obligations support an obligation of one or more for the benefit of the Business Subsidiaries in connection (collectively, together with all obligations thereunder, the Business and “Seller Credit Support”) that are set forth in Section 5.06 of the Disclosure Schedules then outstanding as of the date of this Agreement or and set forth on ‎Section 5.09(a) of the Seller Disclosure Schedule, and (B) any Seller Credit Support entered into in the ordinary course of business during the period from on or after the date of this Agreement through and prior to the Closing and included in an update to ‎Section 5.09(a) of the Seller Disclosure Schedule that is delivered to Buyer two (2) Business Days prior to the Closing Date (together, the “Seller Guarantees”) or (ii) assume all obligations under each Seller GuaranteeCredit Support, reasonably cooperating with Seller’s efforts to obtain obtaining from the creditor or other counterparty (or, in the case of letters of credit, bonds or other similar Seller Credit Support, the issuing bank (or similar entity) thereof) a full release (in a form and substance satisfactory to Seller) of Seller and any of its Affiliates (other than the Business Subsidiaries) that are all parties liable, directly or indirectly, for reimbursement to the creditor or issuing bank (or similar entity), as applicable, or fulfillment of other obligations to a counterparty or issuing bank (or similar entity), as applicable, in connection with amounts drawn or otherwise due and payable under the Seller GuaranteesCredit Support (including any lenders or other financing parties participating in such letters of credit, bonds or similar Seller Credit Support); provided, however, that Buyer shall not be required to arrange for substitutions, replacements or assumptions of any Seller Credit Support effective prior to the Closing Date. Seller and Buyer further agrees that will cooperate in a mutually agreeable arrangement to facilitate the substitution and replacement of such Seller Credit Support in accordance with this ‎Section 5.09. To the extent any Seller Credit Support remains outstanding following the Closing, following the delivery of notice in respect of any Seller Credit Support, Buyer shall, to the extent Seller or any of its Affiliates incurs any Losses in connection with such Seller Guarantees on or arising after the ClosingClosing Date, Buyer shall indemnify, defend indemnify and hold harmless Seller against, and reimburse Seller for, any and all Lossesamounts paid, including costs costs, fees or expenses in connection with such Seller GuaranteesCredit Support or the associated collateral support, including Seller’s expenses and its Affiliates’ fees in maintaining such Seller GuaranteesCredit Support, whether or not any such Seller Guarantee Credit Support is drawn upon or required to be paid or otherwise performed, and shall in any event promptly reimburse Seller to the extent any Seller Guarantee Credit Support is called drawn upon and Seller or any of its Affiliates incurs makes any Losses in connection with payment, including any reimbursement of the party issuing or otherwise providing the Seller GuaranteeCredit Support.

Letters of Credit; Other Obligations. (a) At or prior to From the date hereof until no Business Credit Support remain outstanding (including, for the avoidance of doubt, if applicable, after the Closing), Buyer shall at its sole expense use commercially reasonable best efforts to (i) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations to replace (A) any letters of credit, guarantees, financial assurances, surety bonds, performance bonds and other contractual obligations listed on Section 5.09(a) of the Seller Disclosure Schedule and entered into by or back-stop on behalf of Seller or any of its Affiliates (other than solely by (but not on behalf of) the Companies) in connection with the Business, including the letters of credit, guarantees, financial assurances, surety bonds, guarantees performance bonds, bid bonds, letters of indemnity and other contractual obligations listed thereon outstanding as of the date of this Agreement and (B) any letters of credit, guarantees, financial assurances, surety bonds, performance bonds, bid bonds, letters of indemnity and other contractual obligations entered into by or on behalf of Seller or any of its Affiliates (other than solely by (but not on behalf of) the Business SubsidiariesCompanies) solely to the extent that such letters of credit, surety bonds, guarantees or other contractual obligations support an obligation of one or more of the Business Subsidiaries in connection with the Business and are set forth in Section 5.06 of the Disclosure Schedules then outstanding as of the date of this Agreement or entered into in the ordinary course of business during the period from on or after the date of this Agreement through and prior to the Closing Date (togethercollectively under the immediately preceding clauses (A) and (B), together with all obligations thereunder, the “Seller GuaranteesBusiness Credit Support”) or (ii) assume at Closing all obligations under each Seller GuaranteeBusiness Credit Support, reasonably cooperating with Seller’s efforts to obtain obtaining from the creditor or other counterparty (or, in the case of letters of credit, bonds or other similar Business Credit Support, the issuing bank (or similar entity) thereof) a full release (in a form and substance satisfactory to Seller) of Seller and any of its Affiliates (other than the Business Subsidiaries) that are all parties liable, directly or indirectly, for reimbursement to the creditor or issuing bank (or similar entity), as applicable, or fulfillment of other obligations to a counterparty or issuing bank (or similar entity), as applicable, in connection with amounts drawn or otherwise due and payable under the Seller GuaranteesBusiness Credit Support (including any lenders or other financing parties participating in such letters of credit, bonds or similar Business Credit Support). Buyer further agrees that to To the extent Seller or any of its Affiliates incurs any Losses in connection with such Seller Guarantees on or after Business Credit Support remains outstanding following the Closing, Buyer shall indemnify, defend indemnify and hold harmless Seller against, and reimburse Seller for, any and all Lossesamounts paid after Closing, including costs costs, fees or expenses in connection with such Seller GuaranteesBusiness Credit Support, including Seller’s expenses and its Affiliates’ fees in maintaining such Seller GuaranteesBusiness Credit Support, whether or not any such Seller Guarantee Business Credit Support is drawn upon or required to be paid or otherwise performed, and shall in any event promptly reimburse Seller to the extent any Seller Guarantee Business Credit Support is called drawn upon and Seller or any of its Affiliates incurs makes any Losses in connection with payment, including any reimbursement of the Seller Guaranteeparty issuing or otherwise providing the Business Credit Support.