Common use of RELEASE FROM GUARANTEES Clause in Contracts

RELEASE FROM GUARANTEES. 10.1. Purchaser shall: (a) procure that within 90 (ninety) days from the Closing Date the Seller, Finmeccanica and any Affiliate are released from any obligation in any way arising from the Guarantees listed in Schedule 1.19 part A; and (b) make its best efforts in order to procure that the Seller, Finmeccanica and any Affiliate(s) are released from any obligation in any way arising from the Guarantee(s) under Schedule 1.19 part B, on the understanding that, should such release not be obtained, within said 90 (ninety) days term, the Purchaser shall deliver to the beneficiary(ies) of said Guarantee(s) under Schedule 1.19. part B, with copy to the Seller, a guarantee(s) whose content shall not be less extended than that of the Guarantee(s) under Schedule 1.19. part B given by Finmeccanica and/or the Seller and/or the Affiliate(s) and not released as above said. On the Closing Date, the Purchaser shall deliver to the Seller, also for the benefit of Finmeccanica and the Affiliates: (i) a first demand guarantee issued by Assicurazioni Generali S.p.A. in the form attached hereto as Schedule 10.1. (i) for an amount equal to the aggregate outstanding amount of the Guarantees under Schedule 1.19. part A which have not been released on the same Closing Date. Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19 part A and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliates' obligations or exposure under said Guarantees and shall, from time to time, be reduced proportionately to the releases of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser; and (ii) a guarantee issued by the Purchaser in the form attached hereto as Schedule 10.1.(ii). Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19. part B and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliate's obligations or exposure under said Guarantees and shall from time to time, be reduced proportionately to the release of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser. The Purchaser shall indemnify and hold harmless the Seller, Finmeccanica and the Affiliates from any loss, damage, cost and expenses in any way arising from the call and /or the lack of timely release and/or the extension of the Guarantees, including costs and expenses borne by the Seller and Finmeccanica, as well as any fees due to the same, for keeping in force the Guarantees from the Closing Date to the dates of the respective releases, unless such costs, expenses and fees are paid directly by the Company; on the understanding, however, that the Seller and Finmeccanica hereby waive the right to be paid the fees due by the Company to them from the Closing Date until December 31, 1999 only in respect of said outstanding Guarantees. Any amount to be so reimbursed or directly paid by ASI shall be credited to the Seller, Finmeccanica and/or the Affiliates and/or third parties, as the case may be, at the due date(s), but in any case not later than 15 (fifteen) days from the relevant requests of reimbursement or direct payment(s), as the case may be. Without prejudice to the right of first demand under the guarantee indicated in Schedule 10.1 .(i), the Seller, before making any call on such guarantee, will inform the Purchaser, as soon as reasonably possible, of any notice received by any holder(s) of the Guarantees under Schedule 1.19. part A, claiming breach(es) of the relevant commercial orders or contracts and/or calling of said Guarantees and will give to the Purchaser, if and to the extent reasonably possible, sufficient time to contact the claiming party and take the necessary measures to avoid any threatened or requested call of said Guarantees. 10.2. From the Closing Date, the Purchaser shall grant or shall procure to be granted the guarantees and financial support which may be required by the Company in the conduct of its business.

RELEASE FROM GUARANTEES. 10.1. Purchaser shall: (a) procure that within 90 (ninety) days from the Closing Date the Seller, Finmeccanica and any Affiliate are released from any obligation in any way arising from the Guarantees listed in Schedule 1.19 part A; and (b) make its best efforts in order to procure that the Seller, Finmeccanica and any Affiliate(s) are released from any obligation in any way arising from the Guarantee(s) under Schedule 1.19 part B, on the understanding that, should such release not be obtained, within said 90 (ninety) days term, the Purchaser shall deliver to the beneficiary(ies) With effect as of said Guarantee(s) under Schedule 1.19. part B, with copy to the Seller, a guarantee(s) whose content shall not be less extended than that of the Guarantee(s) under Schedule 1.19. part B given by Finmeccanica and/or the Seller and/or the Affiliate(s) and not released as above said. On the Closing Date, the Purchaser shall deliver to the Seller, also for the benefit of Finmeccanica and the Affiliates: hereby assumes (i) a first demand any and all obligations and liabilities relating to any guarantees, comfort letters and other security interests of any kind which any member of the RÜTGERS Group, or any third party on behalf of any member of the RÜTGERS Group, has provided prior to the date hereof or will provide prior to the Closing Date in favor of, or on behalf of, any member of the Bakelite Group to banks, other financial institutions, suppliers, customers or other third parties (provided, however, that such guarantees, comfort letters and other security interests are disclosed in Exhibit 7.4 (1) and provided further that, following the date hereof, no member of the RÜTGERS Group shall provide any new guarantee, comfort letter or other security in respect of liabilities of any member of the Bakelite Group without the prior written consent of Purchaser) (the “Sellers’ Guarantees”) and (ii) shall indemnify and hold harmless the relevant members of the RÜTGERS Group from any obligations and liabilities arising under or in connection with the Sellers’ Guarantees. Purchaser shall further, prior to or on the Closing Date, to the extent possible, release all relevant members of the RÜTGERS Group from the Sellers’ Guarantees with effect as of the Closing Date, provided that Sellers shall notify Purchaser of the outstanding Sellers’ Guarantees and the amount of the aggregate (actual or contingent) liability of the RÜTGERS Group thereunder at least five Business Days before the Closing Date and further provided that such release does not involve unreasonable costs and liabilities of Purchaser. To the extent that the relevant members of the RÜTGERS Group are not released from any Sellers’ Guarantees provided by them in order to secure any loans granted by banks or other financial institutions (as specifically set forth in Exhibit 7.4 (1) and other than those to be repaid in accordance with Section 7.2 (a)), Purchaser shall, on the Closing Date, provide an unconditional and irrevocable bank guarantee issued by Assicurazioni Generali S.p.A. a first class (AA rated) European or US bank of international standing and payable upon first demand, in the form attached hereto as Schedule 10.1. Exhibit 7.4 (i2) for in an amount equal to the aggregate outstanding amount of the Guarantees outstanding amount under Schedule 1.19. part A which have not been released on the same Closing Date. Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates any such loans as of any amount payable by the same under the Guarantees listed in Schedule 1.19 part A and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliates' obligations or exposure under said Guarantees and shall, from time to time, be reduced proportionately to the releases of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser; and (ii) a guarantee issued by the Purchaser in the form attached hereto as Schedule 10.1.(ii). Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19. part B and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliate's obligations or exposure under said Guarantees and shall from time to time, be reduced proportionately to the release of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser. The Purchaser shall indemnify and hold harmless the Seller, Finmeccanica and the Affiliates from any loss, damage, cost and expenses in any way arising from the call and /or the lack of timely release and/or the extension of the Guarantees, including costs and expenses borne by the Seller and Finmeccanica, as well as any fees due to the same, for keeping in force the Guarantees from the Closing Date as notified to Purchaser by Sellers at the dates of the respective releases, unless such costs, expenses and fees are paid directly by the Company; on the understanding, however, that the Seller and Finmeccanica hereby waive the right latest five Business Days prior to be paid the fees due by the Company to them from the Closing Date until December 31(which amount shall in no event be higher than as set forth in Exhibit 7.4 (1)). For the avoidance of doubt, 1999 only in respect of said outstanding Guarantees. Any amount to be so reimbursed or directly paid by ASI shall be credited to the Seller, Finmeccanica and/or the Affiliates and/or third parties, as the case may be, at the due date(s), but in any case not later than 15 (fifteen) days from the relevant requests of reimbursement or direct payment(s), as the case may be. Without prejudice to the right of first demand under the guarantee indicated in Schedule 10.1 .(i), the Seller, before making any call on such guarantee, will inform the Purchaser, as soon as reasonably possible, of any notice received by any holder(s) recourse claims of the Guarantees under Schedule 1.19. part A, claiming breach(es) RÜTGERS Group against any entity of the relevant commercial orders or contracts and/or calling of said Bakelite Group in connection with any Sellers’ Guarantees and will give to the Purchaser, if and to the extent reasonably possible, sufficient time to contact the claiming party and take the necessary measures to avoid any threatened or requested call of said Guaranteesshall not be affected by this Agreement. 10.2. From the Closing Date, the Purchaser shall grant or shall procure to be granted the guarantees and financial support which may be required by the Company in the conduct of its business.

RELEASE FROM GUARANTEES. 10.1. Purchaser shall: (a) procure that within 90 (ninety) days from At or prior to the Closing Date the Seller, Finmeccanica and any Affiliate are released from any obligation in any way arising from the Guarantees listed in Schedule 1.19 part A; and (b) make its best efforts in order to procure that the Seller, Finmeccanica and any Affiliate(s) are released from any obligation in any way arising from the Guarantee(s) under Schedule 1.19 part B, on the understanding that, should such release not be obtained, within said 90 (ninety) days termClosing, the Purchaser shall deliver use reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Seller and its Affiliates (excluding Groupe Modulo, collectively the “Seller Group”) from any guarantees or other credit support provided by them with respect to the beneficiary(iesBusiness (the “Guarantees”), including effecting such release by issuing Purchaser guarantees or other credit support, and the Purchaser shall use reasonable best efforts to, or shall use reasonable best efforts to cause its Affiliates or Groupe Modulo (collectively, the “Purchaser Group”) to, be substituted in all respects for the member of said Guarantee(s) under Schedule 1.19. part Bthe Seller Group that is party to the Guarantee, with copy so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller, a guarantee(s) whose content shall not be less extended than that . In the case of the Guarantee(s) under Schedule 1.19. part B given failure to do so by Finmeccanica and/or the Seller and/or the Affiliate(s) and not released as above said. On by the Closing Date, then, the Seller, on the one hand, and the Purchaser Group, on the other hand, shall continue to cooperate and use their respective reasonable best efforts to terminate, or cause the Purchaser Group to be substituted in all respects for the Seller Group in respect of, all obligations of the Seller Group under any such Guarantees, and the Purchaser shall deliver to the Seller, also for the benefit of Finmeccanica and the Affiliates: cause (i) a first demand guarantee issued by Assicurazioni Generali S.p.A. in the form attached hereto as Schedule 10.1. (i) for an amount equal to the aggregate outstanding amount of the Guarantees under Schedule 1.19. part A which have not been released on the same Closing Date. Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19 part A and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliates' obligations or exposure under said Guarantees and shall, from time to time, be reduced proportionately to the releases of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser; and (ii) a guarantee issued by the Purchaser in the form attached hereto as Schedule 10.1.(ii). Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19. part B and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliate's obligations or exposure under said Guarantees and shall from time to time, be reduced proportionately to the release of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser. The Purchaser shall indemnify and hold harmless the SellerSeller Group for any damages arising from such Guarantees and (ii) not permit any member of the Purchaser Group to (A) renew or extend the term of or (B) increase its obligations under, Finmeccanica or transfer to another third party, any loan, lease, Contract or other obligation for which any member of the Seller Group is or would reasonably be expected to be liable under such Guarantee. In the event the Seller Group identifies, after the Closing, guarantees, or other similar obligations to which any member of the Seller Group is a party (the “Additional Guarantees”), the Seller shall promptly notify the Purchaser in writing of the existence and terms of such Additional Guarantees, and the Affiliates from any lossPurchaser, damageupon receipt of such notice, cost shall promptly use reasonable best efforts to cause the release and expenses substitution of such Additional Guarantees in any way arising from a manner consistent with the call and /or the lack of timely release and/or the extension of the Guarantees, including foregoing. All costs and expenses borne by incurred in connection with the Seller and Finmeccanica, as well as any fees due to the same, for keeping in force release or substitution of the Guarantees from and the Closing Date to the dates of the respective releases, unless such costs, expenses and fees are paid directly by the Company; on the understanding, however, that the Seller and Finmeccanica hereby waive the right to be paid the fees due by the Company to them from the Closing Date until December 31, 1999 only in respect of said outstanding Additional Guarantees. Any amount to be so reimbursed or directly paid by ASI shall be credited to the Seller, Finmeccanica and/or the Affiliates and/or third parties, as the case may be, at the due date(s), but in any case not later than 15 (fifteen) days from the relevant requests of reimbursement or direct payment(s), as the case may be. Without prejudice to the right of first demand under the guarantee indicated in Schedule 10.1 .(i), the Seller, before making any call on such guarantee, will inform shall be borne by the Purchaser, as soon as reasonably possible, of any notice received by any holder(s) of the Guarantees under Schedule 1.19. part A, claiming breach(es) of the relevant commercial orders or contracts and/or calling of said Guarantees and will give to the Purchaser, if and to the extent reasonably possible, sufficient time to contact the claiming party and take the necessary measures to avoid any threatened or requested call of said Guarantees. 10.2. From the Closing Date, the Purchaser shall grant indemnify the Seller Group for any and all Losses arising from or shall procure relating to be granted the guarantees such Guarantees and financial support which may be required by the Company in the conduct of its businessAdditional Guarantees.

RELEASE FROM GUARANTEES. 10.1. The Purchaser shall: shall (ai) procure that within 90 promptly following the Closing (ninetybut in no event later than six (6) days weeks following the Closing Date), use best efforts to secure the unconditional release of The Thomson Corporation from the Closing Date Guaranty Agreement referenced in item 8 of Section 5.11 of the Seller, Finmeccanica and any Affiliate are released from any obligation in any way arising Disclosure Schedule (the “Synthetic Lease Guaranty”) by providing the guaranteed parties thereto a letter of credit or other comparable credit support necessary to secure the unconditional release of The Thomson Corporation from the Guarantees listed in Schedule 1.19 part A; Synthetic Lease Guaranty and (bii) make its best efforts in order to procure that promptly following the Seller, Finmeccanica and any Affiliate(s) are released from any obligation in any way arising from the Guarantee(s) under Schedule 1.19 part B, on the understanding that, should such release not be obtained, within said 90 (ninety) days termClosing, the Purchaser shall deliver use commercially reasonable efforts to take or cause to be taken all actions reasonably necessary to secure the unconditional release of the Sellers, TCDI and their Affiliates (excluding the Learning Entities; collectively, the “Seller Group”), as applicable, from the guarantees (but excluding the Synthetic Lease Guaranty) set forth in Section 5.11 of the Disclosure Schedule (the “Listed Guarantees” and, together with the Synthetic Lease Guaranty, the “Guarantees”), by issuing Purchaser guarantees or other Purchaser credit support, and the Purchaser shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause its controlled Affiliates or the Learning Entities (collectively, the “Purchaser Group”) to, be substituted in all respects for the applicable member of the Seller Group that is party to the beneficiary(iesListed Guarantee, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Listed Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to TCDI. If the Purchaser fails to secure the unconditional release of the Seller Group from any of the Guarantees prior to any sale, transfer or other disposition in one transaction or a series of transactions (whether through a sale of assets, stock, merger or any other business combination) of said Guarantee(s) under Schedule 1.19. part Bany Learning Entity, with copy any portion thereof or any successor thereto that is a party to the Sellerany such Guarantee, a guarantee(s) whose content shall not be less extended than that or all or substantially all of the Guarantee(s) under Schedule 1.19. part B given by Finmeccanica and/or business or assets of the Purchaser or of the Learning Entities, the Purchaser shall, or shall cause the appropriate member of the Purchaser Group to, use best efforts to secure the unconditional release of all such outstanding obligations of the Seller and/or Group by providing a letter of credit or other comparable credit support necessary to secure the Affiliate(s) and not released as above saidunconditional release of the applicable member of the Seller Group. On Until the Closing DatePurchaser or the appropriate member of the Purchaser Group has secured the unconditional release of the Guarantees described in this Section 5.11, the Purchaser shall deliver and shall cause the Learning Entities and any successors to the Seller, also for the benefit of Finmeccanica and the Affiliates: (i) a first demand guarantee issued by Assicurazioni Generali S.p.A. in the form attached hereto as Schedule 10.1. (i) for an amount equal to the aggregate outstanding amount of the Guarantees under Schedule 1.19. part A which have not been released on the same Closing Date. Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19 part A and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliates' obligations or exposure under said Guarantees and shall, from time to time, be reduced proportionately to the releases of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser; and (ii) a guarantee issued by the Purchaser in the form attached hereto as Schedule 10.1.(ii). Such guarantee shall secure repayment to the Seller, Finmeccanica and the Affiliates of any amount payable by the same under the Guarantees listed in Schedule 1.19. part B and shall remain in effect until expiration of the Seller's, Finmeccanica's and the Affiliate's obligations or exposure under said Guarantees and shall from time to time, be reduced proportionately to the release of the Seller, Finmeccanica and the Affiliates obtained through the Purchaser. The Purchaser shall indemnify and hold harmless the Seller, Finmeccanica and the Affiliates from Seller Group for any loss, damage, cost and expenses in any way damages arising from the call Guarantees and /or the lack of timely release and/or the extension (ii) not permit any of the Learning Entities to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any member of the Seller Group is or would reasonably be expected to be liable under any such Guarantee. In the event the Seller Group identifies, after the Closing, guarantees, or other similar obligations to which any of the Seller Group is a party (the “Additional Guarantees”), the Seller Group shall promptly notify the Purchaser in writing of the existence and terms of such Additional Guarantees, including and upon receipt of such notice by the Purchaser, the Additional Guarantees shall be treated in the same manner as the Listed Guarantees. All costs and expenses borne by incurred in connection with the Seller and Finmeccanica, as well as any fees due to the same, for keeping in force release or substitution of the Guarantees from and the Closing Date to the dates of the respective releases, unless such costs, expenses and fees are paid directly by the Company; on the understanding, however, that the Seller and Finmeccanica hereby waive the right to be paid the fees due by the Company to them from the Closing Date until December 31, 1999 only in respect of said outstanding Additional Guarantees. Any amount to be so reimbursed or directly paid by ASI shall be credited to the Seller, Finmeccanica and/or the Affiliates and/or third parties, as the case may be, at the due date(s), but in any case not later than 15 (fifteen) days from the relevant requests of reimbursement or direct payment(s), as the case may be. Without prejudice to the right of first demand under the guarantee indicated in Schedule 10.1 .(i), the Seller, before making any call on such guarantee, will inform shall be borne by the Purchaser, as soon as reasonably possible, of any notice received by any holder(s) of the Guarantees under Schedule 1.19. part A, claiming breach(es) of the relevant commercial orders or contracts and/or calling of said Guarantees and will give to the Purchaser, if and to the extent reasonably possible, sufficient time to contact the claiming party and take the necessary measures to avoid any threatened or requested call of said Guarantees. 10.2. From the Closing Date, the Purchaser shall grant indemnify the Seller Group for any and all Losses arising from or shall procure relating to such Guarantees and Additional Guarantees.” (b) Section 1.02 of the SAPA is hereby amended to insert, in the correct alphabetical order, the defined terms “Listed Guarantees” and “Synthetic Lease Guaranty”. The section reference to be granted the guarantees and financial support which may set forth across from each such defined term shall be required by the Company in the conduct of its business“5.11”.