Common use of Support Obligations Clause in Contracts

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. From Purchaser acknowledges that Seller and after certain Affiliates have provided certain credit support pursuant to the Closingsupport obligations and related agreements described on Schedule 3.26 (the “Support Obligations”). During the Interim Period, except as set forth in this Agreement or any other Transaction Document, Buyer will Purchaser shall use commercially reasonable efforts to promptly (i) cause Sellernegotiate a replacement of such Support Obligations with the beneficiaries thereof and to effect the complete and unconditional release of all other Support Obligations in a manner reasonably satisfactory to Purchaser, Seller’s Affiliates Seller and all sureties to be unconditionally released in full from any liability or obligation in respect the beneficiaries thereof, including by means of any surety or performance a letter of credit, escrow, posting a 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”)cash deposit, 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 securityarrangements. Seller agrees that if, 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 such replaced Support Obligations are drawn on or obligation has been unconditionally released or extinguished in full. If any Insured Bond payment 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 Closingdemanded thereunder, 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 Purchaser and its Affiliates (as applicable) for its pro rata percentage of any such draw or demand for payment under any Support Obligation in proportion to Seller’s share of Class B Interests. To the extent that Purchaser cannot cause the release, termination and replacement of any Support Obligations, Purchaser shall (i) indemnify and hold harmless Seller Indemnified Party and its Affiliates (as applicable) from and against 75% of any and all Losses suffered that may be suffered, incurred or incurred sustained by them in connection with any of the foregoing Insured Bonds from and 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, Closing Date (including as a result of any expenses draw or fees incurred in connection with demand for or making of any payment by Seller or any such Insured Bond being called or terminatedAffiliate 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. From and after the ClosingEffective Date, except as set forth in this Agreement or any other Transaction Documenteach of Buyer and Buyer Parent will cooperate with Seller and the Company, Buyer will and use commercially reasonable efforts efforts, to promptly cause (ia) cause Seller, Seller’s Affiliates (other than the Company) and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or surety, performance bond bond, letter of credit, guaranty or similar ancillary obligation or amount issued for the account or benefit of Seller or any of Seller’s Affiliates the Company or in connection with any liability or obligation of Seller the Company, and (b) any deposits or any other collateral pledged by or on behalf of Seller’s , MSG Holdings or their respective Affiliates and that is listed on Section 6.3 for the account or benefit of the Disclosure Schedule Company to be released in full and returned to such pledgor, in each case in respect of the Development Agreement (“Insured BondsObligations”), ) without further recourse to Seller, MSG Holdings, their respective Affiliates or any such other Person (other than the Company), including pursuant to execution 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 delivery by 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 City 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 fullDevelopment Agreement Guarantor Release. If any either such Insured Bond is Obligations are 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 previous sentence, Buyer shall provide such financial assurances to Seller or in the providers event that any of such Insured BondSeller, as may be reasonably requested by Seller MSG Holdings or such bond their respective Affiliates incurs, suffers or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay sustains any renewal fee or premium Losses in respect of any Insured Bond. surety or guarantee provided by them under the Owner Participation Agreement, then Buyer will save, defend, indemnify and hold harmless any Seller, Seller Indemnified Party Parent, MSG Holdings and their respective Affiliates from and against any and all Losses asserted against, incurred, sustained or suffered or incurred by them in connection with any of the foregoing Insured Bonds from as a result thereof and after relating to a time period following the Closing. The provisions of Section 8.5 below will not apply to the preceding sentence. This Section 5.10 is intended to be for the benefit of, including any expenses or fees incurred in connection with any and will be enforceable by, MSG Holdings and its Affiliates and each such Insured Bond Person’s heirs, legatees, representatives, successors and assigns, it being called or terminatedexpressly agreed that such Persons will be third party beneficiaries of this Section 5.10.

Support Obligations. From and after the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will shall use commercially reasonable efforts to promptly (ia) cause Seller, Seller’s Affiliates the Sellers and all sureties their Related Parties to be unconditionally released in full from any liability or obligation in respect of any surety surety, letter of credit, or performance bond or similar ancillary obligation or amount issued for the account of Seller the Sellers or any of Seller’s Affiliates their Related Parties or in connection with any liability or obligation of Seller the Sellers or any of Seller’s Affiliates their Related Parties all to the extent listed and that is listed disclosed on Section 6.3 Schedule 5.12 of the Company Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (iiy) to the extent required, 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 to 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 shall remain in full force and effect until such the underlying liability or obligation has been unconditionally released or extinguished in fullfull or otherwise released by the Governmental Authority. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety one hundred twenty (90120) days after the Closing Date in accordance with Date, the foregoing sentence, Buyer Sellers and their Related Parties shall provide such financial assurances be permitted to Seller or the providers of terminate such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the ClosingClosing Date, Seller and Seller’s Affiliates will neither the Sellers nor their Related Parties shall have no any obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will shall indemnify and hold harmless any Seller Indemnified Party the Sellers and their Related Parties from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and any matter first occurring after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminated.

Support Obligations. From Purchaser acknowledges that Seller and after certain Affiliates have provided certain credit support pursuant to the Closingsupport obligations and related agreements described on Schedule 3.17 (the “Support Obligations”). During the Interim Period, except as set forth in this Agreement or any other Transaction Document, Buyer will Purchaser shall use commercially reasonable efforts to promptly (i) cause Sellernegotiate a replacement of such Support Obligations with the beneficiaries thereof and to effect the complete and unconditional release of all other Support Obligations in a manner reasonably satisfactory to Purchaser, Seller’s Affiliates Seller and all sureties to be unconditionally released in full from any liability or obligation in respect the beneficiaries thereof, including by means of any surety or performance a letter of credit, escrow, posting a 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”)cash deposit, 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 securityarrangements. Seller agrees that if, 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 such replaced Support Obligations are drawn on or obligation has been unconditionally released or extinguished in full. If any Insured Bond payment 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 Closingdemanded thereunder, 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 Purchaser and its Affiliates (as applicable) for Seller’s Pro Rata Share of any such draw or demand for payment under any Support Obligation. To the extent that Purchaser cannot cause the release, termination and replacement of any Support Obligations, Purchaser shall (i) indemnify and hold harmless Seller Indemnified Party and its Affiliates (as applicable) from and against any and all Losses suffered that may be suffered, incurred or incurred sustained by them in connection with any of the foregoing Insured Bonds from and 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, Closing Date (including as a result of any expenses draw or fees incurred in connection with demand for or making of any payment by Seller or any such Insured Bond being called or terminatedAffiliate 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.