Common use of Release of Indemnity Obligations Clause in Contracts

Release of Indemnity Obligations. (a) Seller and Purchaser shall cooperate with each other with a view to entering into arrangements effective as of the Closing whereby Purchaser would be substituted for Seller in any guarantees, letters of comfort, indemnities or similar arrangements entered into by Seller in respect of the Business (but only to the extent such guarantees, letters of comfort, indemnities or arrangements constitute Assumed Liabilities). If Purchaser cannot enter into such arrangements, Seller shall not terminate such guaranty arrangements without Purchaser’s consent; provided, however, that Purchaser shall enter into a separate guaranty with Seller to guarantee the performance of the obligations of the relevant Person pursuant to the Contract underlying such guaranty arrangements. (b) After the Closing, each of Seller and Purchaser, at the request of the other Party, shall use, and shall cause their respective Affiliates to use, commercially reasonable efforts to obtain any Consent, substitution or amendment required to novate or assign all Assumed Liabilities to Purchaser and any Excluded Liabilities to Seller, and obtain in writing the unconditional release of Seller and its Affiliates with respect to the Assumed Liabilities and the unconditional release of Purchaser with respect to the Excluded Liabilities.

Release of Indemnity Obligations. (a) The Seller and the Purchaser shall cooperate with each other with a view to entering into arrangements effective as of the Closing whereby the Purchaser would be substituted for the Seller in any guarantees, letters of comfort, indemnities or similar arrangements entered into by the Seller in respect of the Business (but only to the extent such guarantees, letters of comfort, indemnities or arrangements constitute Assumed Liabilities). If the Purchaser cannot enter into such arrangements, the Seller shall not terminate such guaranty arrangements without the Purchaser’s consent; provided, however, that the Purchaser shall enter into a separate guaranty with the Seller to guarantee the performance of the obligations of the relevant Person pursuant to the Contract underlying such guaranty arrangements. (b) After the Closing, each of the Seller and the Purchaser, at the request of the other Party, shall use, and shall cause their respective Affiliates Subsidiaries to use, commercially reasonable efforts to obtain any Consent, substitution or amendment required to novate or assign all Assumed Liabilities to the Purchaser and any Excluded Liabilities to the Seller, and obtain in writing the unconditional release of the Seller and its Affiliates Subsidiaries with respect to the Assumed Liabilities and the unconditional release of the Purchaser with respect to the Excluded Liabilities.

Release of Indemnity Obligations. (a) Seller and Purchaser shall cooperate with each other with a view use commercially reasonable efforts to entering into arrangements replace, effective as of the Closing whereby Closing, Seller and its Affiliates, to the extent permitted under Law and applicable financing agreements to which Purchaser would be substituted for is subject, in respect of all obligations of the Seller in and any guarantees, letters of comfort, indemnities such Affiliate as obligor under any Financial Support Arrangements obtained or similar arrangements entered into by Seller in respect or any such Affiliate for the benefit of the Business (but only to Business. To the extent such guarantees, letters of comfort, indemnities or arrangements constitute Assumed Liabilities). If Purchaser cannot enter into such arrangementssubstitution has been effected, Seller and such Affiliates shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with such Financial Support Arrangements. To the extent such substitution has not terminate been effected as of the Closing, Seller shall, and shall cause such guaranty arrangements without Purchaser’s consent; providedAffiliates to, howeveruse commercially reasonable efforts to cause such Financial Support Arrangements to remain in effect, that and Purchaser shall enter into a separate guaranty promptly reimburse and indemnify, defend and hold harmless Seller and such Affiliates with Seller respect to guarantee the performance of the obligations of the relevant Person pursuant to the Contract underlying any such guaranty arrangementsFinancial Support Arrangements. (b) After the Closing, each of Seller and Purchaser, at the request of the other Party, shall use, and shall cause their respective Affiliates to use, commercially reasonable efforts to obtain any Consent, substitution or amendment required to novate or assign all Assumed Liabilities to Purchaser and any Excluded Liabilities to Seller, and obtain in writing the unconditional release of Seller and its Affiliates with respect to the Assumed Liabilities and the unconditional release of Purchaser with respect to the Excluded Liabilities.