Seller Support Obligations. When requested by Buyer, Seller agrees to provide reasonable Product and System support and maintenance services to Buyer in accordance with Exhibit E, such support and services to include, the following:
Seller Support Obligations. The Buyer and Seller agree to cooperate in obtaining the release of Seller from any financial support or other financial obligations to the Company or the Project (the "Seller Support Obligations"). At the Closing, the Buyer shall take all necessary action, including the furnishing of credit support, to obtain the release of the Seller from all liability and obligation with respect to the Seller Support Obligations at the Closing.
Seller Support Obligations. The Buyer recognizes that the Seller has provided financial support to the Project Companies in the manner described on Exhibit B hereto (the "Seller Support Obligations"). At the Closing, the Buyer shall, at the expense of the Buyer, take all necessary action within its control, including the furnishing of credit support (but not in excess of the amounts set forth on Exhibit B hereto) to obtain the release of the Seller from all liability and obligation with respect to the Seller Support Obligations at the Closing.
Seller Support Obligations. Purchaser acknowledges Sellers and their Affiliates may have entered into various arrangements (a) in which guarantees, letters of credit, sureties, bonds or similar arrangements were issued by Sellers or their Affiliates and (b) in which Sellers or their Affiliates are the primary obligors on other Contracts, in any such case to support or facilitate Sellers. The arrangements entered into by Sellers or their Affiliates referred to in the foregoing clauses (a) and (b), solely to the extent relating to any Acquired Assets or Assumed Liabilities, which are set forth in Schedule 6.10, are referred to as the (“Seller Support Obligations”). It is understood that the Seller Support Obligations are not intended to continue after the Closing. Purchaser agrees that it shall use its reasonable best efforts to obtain replacements for the Seller Support Obligations (which shall include the full and unconditional release of Sellers and their Affiliates) that will be in effect at the Closing or, in the case of Seller Support Obligations described in the foregoing clause (b), will use its commercially reasonable efforts to arrange for itself or one of its Subsidiaries to be substituted as the primary obligor thereon as of the Closing through an assumption, accession, acknowledgement or similar agreement (which shall include the full and unconditional release of Sellers and their Affiliates) with the beneficiary of the applicable Seller Support Obligation. Whether or not Purchaser is able to satisfy the terms of the immediately preceding sentence, Purchaser shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, agents and representatives from and against any and all Liabilities incurred by any of them relating to the Seller Support Obligations. Purchaser agrees that, with respect to any Seller Support Obligation, its reasonable best efforts pursuant to this Section 6.10 shall include, if requested, the execution and delivery by Purchaser, or by an Affiliate of Purchaser acceptable to the beneficiary of such Seller Support Obligation, of a replacement guarantee that is substantially in the form of such Seller Support Obligation. All costs and expenses incurred in connection with providing the release or substitution of the Seller Support Obligations shall be borne by Purchaser.
Seller Support Obligations
