Common use of Release of Indemnity Obligations Clause in Contracts

Release of Indemnity Obligations. The Seller and the Purchaser will cooperate with each other with a view to enter into arrangements effective as of the Closing whereby the Purchaser or its Affiliates would be substituted for the Seller or its Affiliate in any guarantees, letters of comfort, indemnities or similar arrangements entered into by the Seller or its Affiliates for the benefit of the Pershing Companies; provided, however, that if the Purchaser or its Affiliates cannot enter into such arrangements, the Seller shall not terminate such guaranty arrangements without the Purchaser's consent; provided, however, that the Purchaser or any of its Affiliate shall enter into a separate guaranty with the Seller or any of its Affiliate to guarantee the performance of the obligations of the relevant Pershing Company pursuant to the contract underlying such guaranty arrangements. Notwithstanding the foregoing, to the extent that the Purchaser or any of its Affiliate is substituted for the Seller or any of its Affiliate in any guaranty, letter of comfort, indemnity or similar arrangement and such guaranty is made to guaranty the performance of the Seller or any of its Affiliate (other than a Pershing Company) under an Affiliate agreement or otherwise, the Seller will indemnify the Purchaser or its Affiliate for any payments actually made by the Purchaser or such Affiliate pursuant to such guaranty agreement solely to the extent that such payment made by the Purchaser or such Affiliate arises from the performance or nonperformance of the Seller or its Affiliate (other than a Pershing Company) pursuant to such Affiliate agreement.

Release of Indemnity Obligations. The Seller and the Purchaser will cooperate with each other with a view to enter into arrangements effective as of the Closing whereby the Purchaser or its Affiliates would be substituted for the Seller or its Affiliate in any guarantees, letters of comfort, indemnities or similar arrangements entered into by the Seller or its Affiliates for the benefit of the Pershing Companies; provided, however, that if the Purchaser or its Affiliates cannot enter into such arrangements, the Seller shall not terminate such guaranty arrangements without the Purchaser's consent’s consent until the Purchaser shall have entered into a separate guaranty arrangement directly with the counterparty to such guarantees, letters of comfort, indemnities or similar arrangements; provided, however, that the Purchaser or any of its Affiliate shall enter into a separate guaranty with the Seller or any of its Affiliate to guarantee the performance of the obligations of the relevant Pershing Company pursuant to the contract underlying such guaranty arrangements. Notwithstanding the foregoing, to the extent that the Purchaser or any of its Affiliate is substituted for the Seller or any of its Affiliate in any guaranty, letter of comfort, indemnity or similar arrangement and such guaranty is made to guaranty the performance of the Seller or any of its Affiliate (other than a Pershing Company) under an Affiliate agreement or otherwise, the Seller will indemnify the Purchaser or its Affiliate for any payments actually made by the Purchaser or such Affiliate pursuant to such guaranty agreement solely to the extent that such payment made by the Purchaser or such Affiliate arises from the performance or nonperformance of the Seller or its Affiliate (other than a Pershing Company) pursuant to such Affiliate agreement.