Common use of Replacement of Seller Guaranties Clause in Contracts

Replacement of Seller Guaranties. Buyer shall obtain, effective as of the Closing Date, the release of all Seller Guaranties and any obligations of Seller or its Affiliates related thereto, in form and substance satisfactory to Seller, and, at the Closing, shall return or reimburse Seller for any such cash deposits and replace all bonds, letters of credit, guaranties and other surety arrangements and credit assurances provided, funded or otherwise supported by Seller or its Affiliates. In the event Buyer fails to obtain all such releases and the return of all such bonds, letters of credit, guaranties and other credit support vehicles, then Buyer agrees to reimburse Seller Group upon request for any amounts paid or suffered thereunder after the Effective Time and (a) Buyer shall secure such obligation by providing to Seller Group at the Closing back-to-back irrevocable stand-by letters of credit issued by nationally recognized financial institutions (or other back-to-back credit support) acceptable to Seller for the benefit of Seller Group with respect to each of the Seller Guaranties that remains in effect on and after the Closing Date, satisfactory in form and substance to Seller in its sole discretion, for the full amount and time period (plus additional 30-Day periods) that Seller Group is liable in respect of any such remaining Seller Guaranty or obligated to perform thereunder and (b) Buyer shall use its Commercially Reasonable Efforts after the Closing Date to obtain all such releases and returns promptly.

Replacement of Seller Guaranties. Buyer Purchaser shall obtain, effective as of the Closing Date, the release of all Seller Guaranties and any obligations of Seller or its Affiliates related thereto, in form and substance satisfactory to Seller, and, at the Closing, Purchaser shall return or reimburse Seller for any such cash deposits and replace all bonds, letters of credit, guaranties and other surety arrangements and credit assurances provided, funded or otherwise supported by Seller or its Affiliates. In the event Buyer Purchaser fails to obtain all such releases and the return of all such bonds, letters of credit, guaranties and other credit support vehicles, then Buyer Purchaser agrees to reimburse Seller Group upon request for any amounts paid or suffered thereunder after the Effective Time and (a) Buyer Purchaser shall secure such obligation by providing to Seller Group at the Closing back-to-back irrevocable stand-by letters of credit issued by nationally recognized financial institutions (or other back-to-back credit support) acceptable to Seller for the benefit of Seller Group with respect to each of the Seller Guaranties that remains in effect on and after the Closing Date, satisfactory in form and substance to Seller in its sole discretion, for the full amount and time period (plus additional 30-Day periods) that Seller Group is liable in respect of any such remaining Seller Guaranty or obligated to perform thereunder and (b) Buyer Purchaser shall use its Commercially Reasonable Efforts after the Closing Date to obtain all such releases and returns promptly.