Common use of Replacement of Guarantees Clause in Contracts

Replacement of Guarantees. Buyer shall (a) (i) use its reasonable best efforts to, at or prior to the Closing, arrange for substitute letters of credit, guarantees, financial assurances, surety bonds, performance bonds or other credit support arrangements (“Credit Support”) to replace (A) any Credit Support posted or obtained by or on behalf of Seller or any of its Affiliates (other than solely by Acquired Entities) in connection with the Purchased Assets, Assumed Liabilities or obligations of the Acquired Entities (collectively, the “Seller Credit Support Arrangements”) outstanding as of the date hereof and (B) the Seller Credit Support Arrangements entered into in the Ordinary Course on or after the date of this Agreement and prior to the Closing or (ii) assume all obligations under the Seller Credit Support Arrangements, obtaining from the creditors or other counterparties thereto full releases (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under Seller Credit Support Arrangements, and (b) by no later than within thirty (30) days after the Closing Date arrange for substitute Credit Support to replace the Seller Credit Support Arrangement set forth on Section 7.07 of the Disclosure Schedule; provided, that if any Seller Credit Support Arrangement is not so replaced or assumed effective as of the Closing, Buyer shall indemnify Seller and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by Seller or any of its Affiliates related to or arising out of such Seller Credit Support Arrangements.

Replacement of Guarantees. Buyer shall use its reasonable best efforts to (a) (i) use its reasonable best efforts to, at or prior to the Closing, arrange for substitute letters of credit, guarantees, financial assurances, surety bonds, performance bonds or other credit support arrangements (“Credit Support”) to replace (A) any Credit Support posted or obtained by or on behalf of Seller or any of its Affiliates (other than solely by the Acquired Entities) in connection with the Purchased Assets, Assumed Liabilities or obligations of the Acquired Entities Entities, including those set forth on Section 7.06 of the Disclosure Schedule (collectively, the “Seller Credit Support Arrangements”) ), outstanding as of the date hereof hereof, and (B) with the prior written consent of Buyer, the Seller Credit Support Arrangements entered into in the Ordinary Course on or after the date of this Agreement and prior to the Closing; provided, that the foregoing clauses (A) and (B) shall not require Buyer or any of its Affiliates to make any payment to such guarantor prior to the Closing Date, or (ii) assume all obligations under the Seller Credit Support Arrangements, obtaining from the creditors or other counterparties thereto full releases (in a form reasonably satisfactory to SellerSeller and Buyer) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under Seller Credit Support Arrangements, and (b) by no later than within thirty (30) days after the Closing Date Date, arrange for substitute Credit Support to replace the Seller Credit Support Arrangement Arrangements set forth on Section 7.07 7.06 of the Disclosure Schedule; provided, that if any Seller Credit Support Arrangement is not so replaced or assumed effective as of the Closing, Buyer shall defend and indemnify Seller and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by Seller or any of its Affiliates related to or arising out of such Seller Credit Support Arrangements. In respect of the foregoing, Seller will, and will cause its Affiliates and its and their Representatives to, cooperate with Buyer in connection with satisfying the obligations set forth in this Section 7.06.

Replacement of Guarantees. Prior to the Closing, Buyer shall (a) (i) cooperate with CEX, and at the request of CEX shall use its reasonable best efforts toefforts, at in order to cause itself, the Company or prior one or more of their respective Affiliates to the Closing, arrange be substituted in all respects for substitute letters of credit, guarantees, financial assurances, surety bonds, performance bonds or other credit support arrangements (“Credit Support”) to replace (A) any Credit Support posted or obtained by or on behalf of Seller CEX or any of its Affiliates (other than solely by Acquired Entities) in connection with the Purchased AssetsContinuing Affiliate, Assumed Liabilities or obligations of the Acquired Entities (collectively, the “Seller Credit Support Arrangements”) outstanding as of the date hereof and (B) the Seller Credit Support Arrangements entered into in the Ordinary Course on or after the date of this Agreement and prior to the Closing or (ii) assume all obligations under the Seller Credit Support Arrangements, obtaining from the creditors or other counterparties thereto full releases (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under Seller Credit Support Arrangements, and (b) by no later than within thirty (30) days after the Closing Date arrange for substitute Credit Support to replace the Seller Credit Support Arrangement set forth on Section 7.07 of the Disclosure Schedule; provided, that if any Seller Credit Support Arrangement is not so replaced or assumed effective as of the Closing, Buyer shall indemnify Seller in respect of all Liabilities and its Affiliates againstother obligations of CEX and any Continuing Affiliate under any guarantees, equipment leases, indemnities, letters of credit, letters of comfort, surety bonds, bid bonds, performance bonds and hold each other obligations obtained or issued by CEX or any of them harmless fromthe Continuing Affiliates, any and all Damages incurred or suffered by Seller which CEX or any of its Continuing Affiliates related is bound, for the benefit of the Company or any of its Subsidiaries, including but not limited to the guarantees, equipment leases, indemnities, letters of credit, letters of comfort, surety bonds, bid bonds, performance bonds and other obligations set forth in Schedule 4.3.4 (collectively, the "Guarantees"), and to cause CEX and its Continuing Affiliates to be fully released and discharged with respect thereto. Buyer shall not, however, be required to obtain the release of the letters of credit and surety bonds pertaining to the consolidated worker's compensation or arising out auto liability insurance programs administered by CEI for the joint benefit of the Company and the domestic Continuing Affiliates (the portion of such Seller Credit Support Arrangementsletters of credit or surety bonds attributable to workers compensation and auto liability of the Company and its Subsidiaries is hereinafter referred to as the "Plan Obligations"). CEX shall keep the Plan Obligations in place to the extent required by the administrators of such plans; provided, however, that if any one or more of the Plan Obligations is not released upon the stated maturity thereof, Buyer shall pay (on or before the renewal date) the cost associated with the renewal of such Plan Obligations. If some or all of the Guarantees have not been replaced with guarantees of Buyer in a manner satisfactory to CEX at the Closing, Buyer shall (i) continue to use reasonable best efforts post-Closing to replace such Guarantees (other than the Plan Obligations) and to cause CEX and the Continuing Affiliates to be fully released and discharged from such Guarantees (other than the Plan Obligations), (ii) to the extent such Guarantee is an Equipment Lease (as defined below) take such action as is set forth in clause (b) below, and (iii) indemnify CEX and its Continuing Affiliate with respect to such Guarantees pursuant to Section 4.3.4(c) below. Post-Closing, Buyer and CEX shall continue to use all reasonable efforts to obtain the release of CEX and its Continuing Affiliates from the Guarantees (other than the Plan Obligations) as soon as possible, but in no event shall such Guarantees be allowed to remain outstanding beyond one year from the date of Closing. Notwithstanding the foregoing provisions of this Section 4.3.4(a), Buyer will not contact any party to any Guarantee or any underlying obligation without the prior consent of CEX, such consent not to be unreasonably withheld. Notwithstanding the foregoing, neither Buyer nor the Company or any of its Subsidiaries shall have any obligation to secure replacement Guarantees or Plan Obligations with respect to any portion of the expiring Plan Obligations that relate to post-Closing assets or Liabilities of CEX or the Continuing Affiliates.

Replacement of Guarantees. The Buyer Entities shall use their reasonable best efforts to (a) (i) use its reasonable best efforts arrange for substitute letters of credit, the Buyer Entities guarantees and other obligations to, at or prior to effective as of the Closing, arrange for substitute replace any letters of credit, guarantees, financial assurances, surety bonds, performance bonds or and other credit support arrangements (“Credit Support”) to replace (A) any Credit Support posted or obtained by or contractual obligations entered into on behalf of Seller or for the account of the Company Entities by Truist or any of its Affiliates (other than solely by Acquired Company Entities) in connection with the Purchased Assets, Assumed Liabilities or obligations of the Acquired Entities (collectively, the “Seller Credit Support Arrangements”) outstanding as set forth on Section 5.17 of the date hereof and (B) the Seller Credit Support Arrangements entered into in the Ordinary Course on or after the date of this Agreement and prior to the Closing Company Disclosure Schedule or (iib) assume all obligations under the Seller such Credit Support Arrangements, obtaining from the creditors or other counterparties thereto full releases (in a form reasonably satisfactory to SellerTruist) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under Seller such Credit Support Arrangements, and (b) by no later than within thirty (30) days after the Closing Date arrange for substitute Credit Support to replace the Seller Credit Support Arrangement set forth on Section 7.07 of the Disclosure Schedule; provided, that if any Seller such Credit Support Arrangement (or any other similar Credit Support Arrangements identified after signing and prior to the Closing) is not so replaced or assumed effective as of the Closing, the Buyer Entities shall indemnify Seller Truist and its Affiliates against, and hold each of them harmless from, any and all Damages incurred or suffered by Seller Truist or any of its Affiliates related to or arising out of such Seller Credit Support ArrangementsArrangement. The parties shall work together in good faith with respect to any Credit Support Arrangements to be entered into after the date hereof and prior to Closing.