Support Obligations. From and after the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will use commercially reasonable efforts to promptly (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account of Seller or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (ii) replace each Insured Bond with one or more surety or performance bonds or letters of credit or other forms of security, in amounts and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminated.
Support Obligations. (a) Prior to Closing, Parent shall use its commercially reasonable efforts (and shall reasonably cooperate with the Sellers’ efforts) to terminate, or cause Parent or any of the Acquired Companies to be substituted in all respects for the Seller and their Affiliates (other than the Acquired Companies) under, and the Sellers, their Affiliates (other than the Acquired Companies), and where applicable, their sureties or letter of credit issuers, to be released from their respective obligations under, the Support Obligations set forth in Section 6.10 of the Company Disclosure Schedule as soon as possible after Closing. In furtherance and not in limitation of the preceding sentence, at the Sellers’ request, Parent will offer (and provide, if accepted) (i) a sufficient amount of letters of credit, (ii) cash collateral, and (iii) to assume the Sellers’ or their Affiliates’ obligations under guaranties, to the counterparties with respect to the Support Obligations to enable the Sellers and their Affiliates to terminate such Support Obligations without liability or otherwise be released or replaced in connection therewith; provided that, with respect to each Support Obligation, Parent shall not be required under this Section 6.10 to deliver replacement credit support of the same type as, or with terms and conditions substantially similar to, such Support Obligations, provided that the replacement credit support delivered by Parent complies with the terms and conditions of the applicable Contract or is otherwise acceptable to the counterparty thereto. For any Support Obligations for which Parent or any of the Acquired Companies, as applicable, is not substituted in all respects for the Sellers and their Affiliates (and for which the Sellers and their Affiliates are not released) effective as of the Closing, (a) Parent shall continue to use its commercially reasonable efforts and shall cause the Acquired Companies to use their commercially reasonable best efforts to effect such substitution and release as soon as possible after the Closing, and provided, that in the event that any Support Obligation cannot be replaced at or prior to the Closing, Parent’s obligations hereunder shall be satisfied if Parent or its Affiliate enters into at Closing a back-to-back guarantee with respect to such Support Obligation for the benefit of the Sellers in the form of an irrevocable, standby letter of credit or other similar form of security for 100% of the Sellers’ or their Affilia...
Support Obligations. Company shall:
2.1 Correct any failure of the Product to perform in accordance with the Specifications and provide such services and repairs required to maintain the Product so that it operates properly, in accordance with the Specifications.
2.2 Provide unlimited telephone support twenty-four (24) hours a day, seven (7) days a week.
2.3 Provide monthly support usage, incident reports and Company’s compliance with the response time service levels, below.
2.4 Respond to Priority Levels, achieve the required Service Levels, and provide the remedies set forth in Service Levels.
2.5 In the event any Priority One Issue or Priority Two Issue occurs during the Term, Company shall promptly investigate the root causes of such Service Level Failure and shall provide to Saint Luke’s within four (4) hours for Priority One and within one (1) day for Priority Two after knowledge of such Service Level Failure an analysis of such root causes and a proposed corrective action plan for Saint Luke’s review, comment and approval (the “Corrective Action Plan”). The Corrective Action Plan shall include, at a minimum: (i) a commitment by Company to Saint Luke’s to devote the appropriate time, skilled personnel, systems support and equipment, and/or resources to remedy, and prevent any further occurrences of, the Service Level Failure; (ii) a strategy for developing any programming/Product updates, fixes, patches, etc. necessary to remedy, and prevent any further occurrences of, the Service Level Failure; and (iii) time frames for implementation of the Corrective Action Plan. There shall be no additional charge (other than those fees set forth in the Agreement) for Company’s implementation of such Corrective Action Plan in the time frames and manner set forth in the Corrective Action Plan. In addition to the foregoing, Company will participate in Saint Luke’s problem management processes and participate in technical support lines or problem management resolution processes, including post mortem analyses. Company shall establish a defined internal escalation process. Company shall not require named contacts for Saint Luke’s personnel contacting Company’s help desk. Company shall provide telephonic support through an operations center available 7x24x365.
2.6 As contemplated in the Agreement, Company may from time to time make material enhancements and changes to Products. In the event of such enhancements or changes, (i) the new version of the Product will include at least the funct...
Support Obligations. (a) With respect to the XXXX Guaranty, during the Interim Period, Seller and Buyer shall, and Buyer shall cause Buyer’s Affiliates to, use their respective Commercially Reasonable Efforts to work together to procure the full and unconditional release, effective as of the Closing Date, of XXXX’x obligations under the XXXX Guaranty. For purposes of this subsection, Commercially Reasonable Efforts shall require (i) jointly approaching Xxxxxx Xxxxxx to discuss and negotiate alternative arrangements for satisfying Kinder Xxxxxx’x credit support requirements, and (ii) in support of any such alternative credit support arrangements, Buyer offering to replace the XXXX Guaranty with a substitute guarantee from Buyer or Buyer Parent Guarantor on terms acceptable to Xxxxxx Xxxxxx (provided that the maximum principal amount guaranteed may not be increased) and, if the foregoing is not accepted by Xxxxxx Xxxxxx, Buyer or Buyer Parent Guarantor offering to deliver to Xxxxxx Xxxxxx a letter of credit from a creditworthy United States bank acceptable to Xxxxxx Xxxxxx for the account of Buyer or Buyer Parent Guarantor as applicant in an amount (x) sufficient to cover the entire amount that may be payable under the XXXX Guaranty or (y) such lesser amount deemed sufficient by Xxxxxx Xxxxxx, and, if such offer is accepted by Xxxxxx Xxxxxx, providing such letter of credit to Xxxxxx Xxxxxx in connection with the Closing.
(b) If Buyer and Seller are not successful in obtaining the complete and unconditional release of XXXX from its obligations under the XXXX Guaranty prior to Closing as contemplated in Section 6.5(a), then Seller or its Affiliates, as applicable, shall cause XXXX to keep in place the XXXX Guaranty, and Buyer shall deliver to Seller at the Closing, and shall keep in place, an irrevocable, standby letter of credit in form and substance reasonably satisfactory to Seller and in an amount equal to the maximum amount of exposure under the XXXX Guaranty and issued by Citibank N.A. pursuant to Buyer Parent Guarantor’s debtor-in-possession credit agreement authorized by the DIP Order or another irrevocable, standby letter of credit on substantially similar terms from a creditworthy financial institution reasonably acceptable to Seller (the “Continuing Support Letter of Credit”); provided, however, that as a condition to the continuing maintenance of the XXXX Guaranty:
(i) From and after the Closing, Buyer hereby agrees to indemnify and hold harmless Seller and its Affilia...
Support Obligations. (a) Buyer recognizes that Seller and the Non-Company Affiliates have provided credit support to the Companies with respect to the Facilities pursuant to certain credit support obligations set forth on Schedule 6.05(a) and any other credit support entered into in compliance with Section 6.02(b) (collectively, the “Support Obligations”), such Support Obligations (excluding non-dollar denominated guaranties) not to exceed $25,000,000 in the aggregate at any one time. During the Interim Period, Seller and the Non-Company Affiliates agree not to enter into any additional non-dollar denominated Support Obligations without the prior consent of Buyer. Prior to the Closing, Buyer shall use commercially reasonable efforts to effect the full and unconditional release of Seller and the Non-Company Affiliates from all Support Obligations by:
(i) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either Investment Grade Persons or have a Credit Rating commensurate with or better than that of lending institutions for existing letters of credit;
(ii) instituting escrow arrangements with terms equal to or more favorable to the counterparty than the terms of existing escrow arrangements; and
(iii) posting surety or performance bonds issued by an Investment Grade Person or another Person having a net worth or a Credit Rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bond contains terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds.
(b) Buyer and Seller shall use commercially reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or the Non-Company Affiliates, as applicable, prior to the Closing, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller or the Non-Company Affiliate, as applicable, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, promptly to redeliver such originals or cash to Seller or the Non-Company Affiliates, as applicable, and in each case, to take such other actions as may be required to terminate such Support Obligat...
Support Obligations. In the event that (A) the Lessee does not elect ------------------- to purchase the Property on the Expiration Date, (B) this Lease is terminated without a purchase of the Property by the Lessee as expressly permitted herein, or (C) pursuant to the Lessor's exercise of remedies under Article XVII, this ------------ Lease is terminated, the Lessee shall, upon the request of the Lessor, exercise all commercially reasonable efforts to provide the Lessor or other purchaser of the Property, effective on the Expiration Date or earlier termination of this Lease, with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use and operate the Property for its intended purposes (to the extent such items are transferable), (ii) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, repair, access to or maintenance of the Property, and (iii) any service agreements, contracts or subcontracts in existence at such time relating to the use and operation of the Property, in each case to the extent assignable. All assignments, licenses, easements, agreements and other deliveries required by clauses (i), (ii) and (iii) of this Section 22.3 shall be in form satisfactory ------------ to the Lessor and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.
Support Obligations. The following provisions set forth your rights concerning maintenance and support regarding the Software. Any such services are provided only during the Maintenance and Deployment Term for which you have acquired maintenance services.
(a) General. Our support obligations for Software are comprised of the following:
(i) Maintenance Releases. We will make available to you, at no additional charge, all Maintenance Releases and Major Releases to the Software which we make generally available to our customers during your Maintenance and Deployment Term.
Support Obligations. Purchaser acknowledges that Seller and certain Affiliates have provided certain credit support pursuant to the support obligations and related agreements described on Schedule 5.10 (the “Support Obligations”). Schedule 5.10 sets forth a true and complete list of all of the Support Obligations in effect as of the Effective Date. During the Interim Period, Purchaser shall use commercially reasonable efforts to negotiate a replacement of such Support Obligations with the beneficiaries thereof such that on the Closing Date Purchaser shall effect the complete and unconditional release of all of the Support Obligations in a manner reasonably satisfactory to Purchaser, Seller and the beneficiaries thereof, including by means of a letter of credit, escrow, posting a bond or cash deposit, or other arrangements. To the extent that Purchaser cannot cause the release, termination and replacement of any Support Obligations, Purchaser shall (i) indemnify and hold harmless Seller and its Affiliates (as applicable) from and against any and all Losses that may be suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to any such Support Obligation being in effect on or after the Closing Date (including as a result of any draw or demand for or making of any payment by Seller or any such Affiliate of Seller under any Support Obligation) with respect to the full extent of such Support Obligation and (ii) diligently continue to seek the release, termination and replacement of such Support Obligation; provided that Purchaser’s indemnification obligations under clause (i) shall not affect Seller’s indemnification obligations under Section 11.01.
Support Obligations. (i) Response Time and On-site Support. All requests for service must be made directly through Seller’s Service and Support channels (by phone, email, or customer portal). Seller reserves the right to provide service and support by any method, including but not limited to telephone, Internet or email, providing loaner equipment while repairs are being made, and deploying service or applications personnel on-site, or contracting for third-party support to do any of the foregoing. Seller shall respond to Purchaser’s request for support in accordance with the average response time specified in the Service Contract. Purchaser shall make reasonable accommodations to provide support personnel with access to site and equipment. Other than installation and preventative maintenance visits as prescribed in Service Contract, Seller shall determine whether and when any personnel or replacement parts or equipment are to be sent to Purchaser’s site
Support Obligations. Schedule 3.26 sets forth a true and complete list of all of the Support Obligations.
