Replacement of Credit Support. (a) GroceryCo shall use reasonable best efforts to arrange, at its cost and expense and effective at or prior to the Distribution, the replacement of all Credit Support Instruments to the extent relating to the GroceryCo Business and provided by or through any member of the SnackCo Group for the benefit of any member of the GroceryCo Group (the “GroceryCo Credit Support Instruments”) with alternate arrangements that do not require any credit support from any member of the SnackCo Group, and shall use reasonable best efforts to obtain from the beneficiaries of such GroceryCo Credit Support Instruments written releases indicating that the applicable member of the SnackCo Group will, effective upon the Distribution, have no liability with respect to such GroceryCo Credit Support Instruments. In the event that GroceryCo is unable to obtain any such alternative arrangements for any GroceryCo Credit Support Instrument prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such GroceryCo Credit Support Instrument. (b) SnackCo shall use reasonable best efforts to arrange, at its cost and expense and effective at or prior to the Distribution, the replacement of all Credit Support Instruments to the extent relating to the SnackCo Business and provided by or through any member of the GroceryCo Group for the benefit of any member of the SnackCo Group (the “SnackCo Credit Support Instruments”) with alternate arrangements that do not require any credit support from any member of the GroceryCo Group, and shall use reasonable best efforts to obtain from the beneficiaries of such SnackCo Credit Support Instruments written releases indicating that the applicable member of the GroceryCo Group will, effective upon the Distribution, have no liability with respect to such SnackCo Credit Support Instruments. In the event that SnackCo is unable to obtain any such alternative arrangements for any SnackCo Credit Support Instrument prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such SnackCo Credit Support Instrument. SnackCo shall not be required to take, and shall not take, any of the actions described in the first sentence of this Section 2.7(b) in connection with the SnackCo Credit Support Instrument listed on Schedule 2.7(b), which will survive the Distribution.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Kraft Foods Group, Inc.), Separation and Distribution Agreement (Mondelez International, Inc.)
Replacement of Credit Support. (a) GroceryCo New Hertz Holdings shall use commercially reasonable best efforts to arrange, at its cost and expense and effective at or prior to the Distribution, the replacement of all Credit Support Instruments to the extent relating to the GroceryCo Car Rental Business and provided by or through any member of the SnackCo HERC Holdings Group for the benefit of any member of the GroceryCo Hertz Group (the “GroceryCo Hertz Credit Support Instruments”) with alternate arrangements that do not require any credit support from any member of the SnackCo HERC Holdings Group, and shall use commercially reasonable best efforts to obtain from the beneficiaries of such GroceryCo Hertz Credit Support Instruments written releases indicating that the applicable member of the SnackCo HERC Holdings Group will, effective upon the Distribution, have no liability with respect to such GroceryCo Hertz Credit Support Instruments. In the event that GroceryCo New Hertz Holdings is unable to obtain any such alternative arrangements for any GroceryCo Hertz Credit Support Instrument prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such GroceryCo Hertz Credit Support Instrument.
(b) SnackCo HERC Holdings shall use commercially reasonable best efforts to arrange, at its cost and expense and effective at or prior to the Distribution, the replacement of all Credit Support Instruments to the extent relating to the SnackCo Equipment Rental Business and provided by or through any member of the GroceryCo Hertz Group for the benefit of any member of the SnackCo HERC Holdings Group (the “SnackCo HERC Holdings Credit Support Instruments”) with alternate arrangements that do not require any credit support from any member of the GroceryCo Hertz Group, and shall use commercially reasonable best efforts to obtain from the beneficiaries of such SnackCo HERC Holdings Credit Support Instruments written releases indicating that the applicable member of the GroceryCo Hertz Group will, effective upon the Distribution, have no liability with respect to such SnackCo HERC Holdings Credit Support Instruments. In the event that SnackCo HERC Holdings is unable to obtain any such alternative arrangements for any SnackCo HERC Holdings Credit Support Instrument prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such SnackCo HERC Holdings Credit Support Instrument. SnackCo shall not be required to take, and shall not take, any of the actions described in the first sentence of this Section 2.7(b) in connection with the SnackCo Credit Support Instrument listed on Schedule 2.7(b), which will survive the Distribution.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Herc Holdings Inc), Separation and Distribution Agreement (Hertz Rental Car Holding Company, Inc.)