Common use of No Further Financial Obligations Clause in Contracts

No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Acquired Companies and their respective subsidiaries of their respective businesses, Parent, Seller and their respective affiliates (collectively, but excluding the Acquired Companies and their respective subsidiaries, the "SELLER ENTITIES") entered into various arrangements (i) in which guarantees were issued by the Seller Entities or (ii) in which the Seller Entities are the primary obligors on other agreements, in any such case to support or facilitate business transactions or programs of the Acquired Companies and their respective subsidiaries. The financing or other arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the "GUARANTEES". The Guarantees are set forth in Schedule 5.11. It is understood that the Guarantees shall not continue after the Closing. Purchaser agrees that Purchaser shall use its reasonable best efforts to obtain replacement Guarantees which will be in effect at the Closing or, in the case of Guarantees described in the foregoing clause (ii), will either terminate the business transactions or programs of the Acquired Companies and their respective subsidiaries supported or facilitated by such Guarantees or arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is unable to satisfy the terms of the immediately preceding sentence, Purchaser and its affiliates shall indemnify, defend and hold harmless the Seller Entities from and against any and all Losses (as defined in Section 8.02) incurred by the Seller Entities relating to the Guarantees.

No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Acquired Companies and their respective subsidiaries of their respective businesses, Parent, Seller and their respective affiliates (collectively, but excluding the Acquired Companies and their respective subsidiaries, the "SELLER ENTITIESSeller Entities") entered into various arrangements (i) in which guarantees were issued by the Seller Entities or (ii) in which the Seller Entities are the primary obligors on other agreements, in any such case to support or facilitate business transactions or programs of the Acquired Companies and their respective subsidiaries. The financing or other arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the "GUARANTEESGuarantees". The Guarantees are set forth in Schedule 5.11. It is understood that the Guarantees shall not continue after the Closing. Purchaser agrees that Purchaser shall use its reasonable best efforts to obtain replacement Guarantees which will be in effect at the Closing or, in the case of Guarantees described in the foregoing clause (ii), will either terminate the business transactions or programs of the Acquired Companies and their respective subsidiaries supported or facilitated by such Guarantees or arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is unable to satisfy the terms of the immediately preceding sentence, Purchaser and its affiliates shall indemnify, defend and hold harmless the Seller Entities from and against any and all Losses (as defined in Section 8.02) incurred by the Seller Entities relating to the Guarantees.

No Further Financial Obligations. Purchaser acknowledges that in the course of conduct by the Acquired Companies Company and their respective its subsidiaries of their respective businesses, Parent, Seller and their respective its affiliates (collectively, but excluding the Acquired Companies Company and their respective its subsidiaries, the "SELLER ENTITIESSeller Entities") entered into various arrangements (i) in which guarantees were issued by the Seller Entities or (ii) in which the Seller Entities are the primary obligors on other agreements, in any such case solely to support or facilitate business transactions or programs of the Acquired Companies Company and their respective its subsidiaries. The financing or other arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the "GUARANTEESGuarantees". The Guarantees are , including those set forth in Schedule 5.114.11 which, to the knowledge of Seller, is a complete list of Guarantees. It is understood that the Guarantees shall not continue after the Closing. Purchaser agrees that Purchaser shall use its reasonable best efforts to obtain replacement Guarantees which will be in effect at the Closing or, in the case of Guarantees described in the foregoing clause (ii), will either terminate the business transactions or programs of the Acquired Companies Company and their respective its subsidiaries supported or facilitated by such Guarantees or arrange for itself or one of its subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is unable to satisfy the terms of the immediately preceding sentence, Purchaser and its affiliates shall indemnify, defend and hold harmless the Seller Entities from and against any and all Losses (as defined in Section 8.027.02) incurred by the Seller Entities relating to the Guarantees.

No Further Financial Obligations. Purchaser acknowledges The Purchasers acknowledge that in the course of conduct by the Acquired Companies and their respective subsidiaries the Subsidiary of their respective businesses, ParentSellers, Seller and their respective affiliates Affiliates, and direct and indirect subsidiaries of any of them (collectively, but excluding the Acquired Companies and their respective subsidiariesthe Subsidiary, the "SELLER ENTITIES"“OM Group Entities”) entered into various arrangements (i) in which guarantees were issued by the Seller OM Group Entities or and (ii) in which the Seller OM Group Entities are the primary obligors on other agreements, in any such case to support or facilitate business transactions or programs of the Acquired Companies and their respective subsidiariesthe Subsidiary. The financing or other arrangements referred to in the foregoing clauses (i) and (ii) are hereinafter referred to as the "GUARANTEES". The Guarantees “Guarantees” and are set forth in Schedule 5.11listed on Section 5.09 of the Seller Disclosure Letter. It is understood that the Guarantees shall not continue after the Closing. Purchaser agrees The Purchasers agree that Purchaser they shall use its reasonable best efforts to obtain replacement Guarantees which that will be in effect at the Closing or, in the case of Guarantees described in the foregoing clause (ii), will either terminate the business transactions or programs of the Acquired Companies and their respective subsidiaries the Subsidiary supported or facilitated by such Guarantees or arrange for itself themselves or one of its their subsidiaries to be substituted as the primary obligor thereon as of the Closing Date. In the event that Purchaser is the Purchasers are unable to satisfy the terms of the immediately preceding sentence, Purchaser the Purchasers and its affiliates their Affiliates shall indemnify, defend and hold harmless the Seller OM Group Entities from and against any and all Losses (as defined in Section 8.02) incurred by losses and liabilities of the Seller OM Group Entities relating to the Guarantees.