Common use of Support Obligations Clause in Contracts

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. 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 3.17 (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 and to effect the complete and unconditional release of all of the other 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. Seller agrees that if, following the Closing, such replaced Support Obligations are drawn on or payment is demanded thereunder, Seller 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 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 provided, that Purchaser’s indemnification obligations under clause (i) shall not affect Seller’s indemnification obligations under Section 11.01.

Support Obligations. Purchaser acknowledges that Seller and certain Affiliates have provided certain (a) With respect to each guaranty, letter of credit, indemnity, performance or surety bond, lien structure or similar credit support arrangement issued by or for the account of any Acquired Company that is listed in Section 6.10 of the Seller Disclosure Schedule or, if not required to be issued as of the date of this Agreement, are otherwise required pursuant to the support obligations and related agreements terms of the Material Contracts as described on in Section 6.10 of the Seller Disclosure Schedule 5.10 (collectively, 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 (and the Sellers shall reasonably cooperate with the Purchaser’s efforts) to negotiate obtain, prior to the Closing, substitute credit support arrangements in replacement for the Support Obligations and to procure that the Sellers, its Affiliates and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under the Support Obligations, in each case, in form and substance reasonably satisfactory to the Sellers. The Purchaser’s commercially reasonable efforts shall include offering each counterparty to a Support Obligation replacement credit support meeting the requirements of the Contract underlying such Support Obligation. (b) If the Purchaser, despite using commercially reasonable efforts, is unable to obtain such release of the Sellers, its Affiliates and, where applicable, their sureties or letter of credit issuers prior to the Closing, then the Sellers shall maintain, or cause to be maintained, such Support Obligations with until the beneficiaries thereof such that on earlier of the Closing Date Purchaser shall effect the complete and unconditional release of all respective current expiration dates of the Support Obligations in a manner reasonably satisfactory to Purchaser, Seller and the beneficiaries thereofdate that is twelve (12) months after the Closing Date, including by means in the amount, for the term and in the form required pursuant to the applicable Contract or Law (in each case, as in effect as of Closing) under which such Support Obligation was provided, and the Purchaser shall (A) provide the Sellers a letter of credit, escrowin form and substance reasonably acceptable to the Sellers, posting that shall (x) be issued by a bond or cash depositcommercial bank with ratings of at least “A-” by Standard & Poor’s Ratings Groups (a division of McGraw Hill, or other arrangements. To Inc.) and at least “A3” by Xxxxx’x Investor Services, Inc., (y) have a stated amount equal to the extent maximum amount that Purchaser cannot cause may be drawn under the release, termination Support Obligations that remain in effect after the Closing and replacement (z) provide that Sellers may make a draw thereunder if any of such Support Obligations is drawn by the beneficiary thereof up to the amount of any such draw (provided that if any Support ObligationsObligation is drawn upon, Purchaser Sellers shall have no obligation to replace the same), (iB) indemnify indemnify, defend and hold harmless Seller the Sellers and its their Affiliates (as applicable) from and against any and all Losses that may be suffered, Liabilities incurred by the Sellers or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to any their Affiliates in connection with such Support Obligation being Obligations from and after Closing (including the payment of any reasonable, documented out-of-pocket costs incurred by the Sellers or their Affiliates in effect on maintaining such Support Obligation) and (C) use commercially reasonable efforts to procure that the Sellers, their Affiliates and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under the Support Obligations as soon as practicable after the Closing. On the date that is the earlier of (1) the respective current expiration dates of the Support Obligations, (2) twelve (12) months after the Closing Date and (including 3) the date on which the applicable Support Obligation is replaced by the Purchaser, the Sellers may terminate, or may cause the termination of, any applicable Support Obligations for which Purchaser has not obtained such substitution, termination or release as contemplated by this Section 6.10 (“Terminated Credit Support”), and at such time the Sellers shall cause any letter of credit provided to the Sellers pursuant to this Section 6.10 to be immediately terminated and promptly returned to the Purchaser pursuant to documentation reasonably requested by the Purchaser. Without limiting the Purchaser’s obligations under clause (B) above, if a result of any draw or demand for or making of any payment by Seller or an Affiliate thereof incurs any liability or cost after the Closing in connection with the Terminated Credit Support, Purchaser shall indemnify, defend and hold harmless such Affiliate Seller and its Affiliates from and against any and all Liabilities incurred by such Seller or its Affiliates in connection with the Terminated Credit Support. (c) For the avoidance of Seller under doubt (i) any Support Obligation) with respect to substitute credit support arrangements shall not be taken into account for purposes of determining the full extent of such Support Obligation Purchase Price, and (ii) diligently continue nothing in this Section 6.10 shall require Sellers to seek extend the release, termination and replacement term of any Support Obligations beyond the date of which such Support Obligation; provided that Purchaser’s indemnification obligations under clause Obligations would otherwise expire in accordance with the terms thereof (i) shall not affect Seller’s indemnification obligations under Section 11.01as existing on the date hereof).

Support Obligations. Purchaser acknowledges that Seller and certain Affiliates have provided certain (a) With respect to each guaranty, letter of credit, indemnity, performance or surety bond, lien structure or similar credit support arrangement issued by or for the account of any Acquired Company that is listed in Section 6.10(a) of the Seller Disclosure Schedule or, if not required to be issued as of the date of this Agreement, are otherwise required pursuant to the support obligations and related agreements terms of the Material Contracts as described on in Section 6.10(a) of the Seller Disclosure Schedule 5.10 (collectively, 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 (and the Seller shall reasonably cooperate with the Purchaser’s efforts) to negotiate obtain, prior to the Closing, substitute credit support arrangements in replacement for the Support Obligations and to procure that the Seller, its Affiliates and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under the Support Obligations, in each case, in form and substance reasonably satisfactory to the Seller; provided that, without limiting the Purchaser’s obligations under this Section 6.10(a), the Purchaser shall be required to offer to provide (i) a replacement letter of credit in favor of General Electric International, Inc. in the amount of $10,000,000 with respect to the Xxxxxxxxx LTSA and (ii) a letter of credit in favor of General Electric International, Inc. in the amount of $7,000,000 with respect to the Xxxx LTSA. (b) If the Purchaser, despite using commercially reasonable efforts, is unable (i) to obtain such release of the Seller, its Affiliates and, where applicable, their sureties or letter of credit issuers prior to the Closing, or (ii) to deliver such substitute credit support arrangements for the Support Obligations, then the Seller shall maintain, or cause to be maintained, such Support Obligations for up to a period of twelve (12) months after the Closing Date, in the amount, for the term and in the form required pursuant to the applicable Contract or Law (as in effect as of Closing) under which such Support Obligation was provided, and the Purchaser shall (A) provide the Seller letters of credit, in form and substance reasonably acceptable to the Seller, that can be drawn upon to reimburse the Seller or its Affiliates, as applicable, for any draw on such Support Obligations occurring after the Closing, (B) indemnify, defend and hold harmless the Seller and its Affiliates from and against any and all Liabilities incurred by the Seller or its Affiliates in connection with such Support Obligations from and after Closing (including the beneficiaries thereof payment of any reasonable, documented out-of-pocket costs incurred by the Seller or its Affiliates in maintaining such Support Obligation) and (C) use commercially reasonable efforts to procure that on the Seller, its Affiliates and, where applicable, their sureties or letter of credit issuers be fully and unconditionally released from their respective obligations under the Support Obligations as soon as practicable after the Closing. On the date that is the earlier of twelve (12) months after the Closing Date and the date on which the applicable Support Obligation is replaced by the Purchaser, the Seller shall terminate, or shall cause the termination of, any applicable Support Obligations for which Purchaser has not obtained such substitution, termination or release as contemplated by this Section 6.10 (“Terminated Credit Support”), and at such time the Seller shall effect cause any letter of credit provided to the complete Seller pursuant to this Section 6.10 to be immediately terminated and unconditional release of all promptly returned to the Purchaser pursuant to documentation reasonably requested by the Purchaser. Without limiting the Purchaser’s obligations under clause (B) above, if the Seller or an Affiliate thereof incurs any liability or cost after the Closing in connection with the Terminated Credit Support (including for breach of the obligation to maintain Support Obligations in a manner reasonably satisfactory to Purchaser, Seller on and after the beneficiaries thereof, including by means of a letter of credit, escrow, posting a bond or cash deposit, or other arrangements. To date that is twelve (12) months after the extent that Purchaser cannot cause the release, termination and replacement of any Support ObligationsClosing Date), Purchaser shall (i) indemnify indemnify, defend and hold harmless Seller and its Affiliates (as applicable) from and against any and all Losses that may be suffered, Liabilities 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 its Affiliates in connection with the Terminated Credit Support. (c) For the avoidance of doubt (i) any such Affiliate substitute credit support arrangements shall not be taken into account for purposes of Seller under any Support Obligation) with respect to determining the full extent of such Support Obligation Purchase Price, and (ii) diligently continue nothing in this Section 6.10 shall require Seller to seek extend the release, termination and replacement term of any Support Obligations beyond the date of which such Credit Support Obligation; provided that Purchaser’s indemnification obligations under clause (i) shall not affect Seller’s indemnification obligations under Section 11.01would otherwise expire in accordance with the terms thereof.

Support Obligations. Purchaser acknowledges (i) Buyer recognizes that Seller and certain Affiliates the Credit Support Obligors 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 to or on behalf of the Effective Date. During the Interim Period, Purchaser Company. (ii) Buyer shall use commercially reasonable efforts to negotiate replace the Support Obligations with credit support provided by Buyer and its Affiliates in types and amounts no less favorable to Buyer and its Affiliates than the types and amounts set forth on Schedule 4R of the Company Disclosure Letter and to effect the full and unconditional release of the relevant Credit Support Obligors from the relevant Support Obligations and all obligations and liabilities in respect thereof, which replacement credit support may include: (a) furnishing a replacement letter of credit to replace each existing letter of credit that is a Support Obligation; (b) providing a guaranty from Buyer Guarantor to replace each existing guaranty that is a Support Obligation; or (c) instituting an escrow arrangement or posting a surety or performance bond, or otherwise novating, assigning or replacing any other Support Obligation, in the case of each of subparagraphs (a), (b) and (c), subject to the terms and provisions of this Section 6C. Seller shall not be obligated to incur, pay, reimburse or provide or cause any of its Affiliates to incur, pay, reimburse or provide, any liability, compensation, consideration or charge in order to obtain or effect any release of Support Obligations contemplated by this Section 6C. (iii) In connection with the release of Support Obligations contemplated by this Section 6C, Buyer and Seller shall cooperate, and each shall use their commercially reasonable efforts, to cause the beneficiary or beneficiaries of such Support Obligations with to (a) remit any cash and cash equivalents (including any interest payable thereon) to the beneficiaries thereof Credit Support Obligor or its designee held under any escrow or cash collateral arrangement that is a Support Obligation promptly following the replacement of such escrow or cash collateral arrangement pursuant to Section 6C(ii) and (b) terminate, surrender and redeliver to the Credit Support Obligor or its designees each original copy of each such Support Obligation. (iv) With respect to each Support Obligation that on has not been replaced pursuant to Section 6C(ii) by the Closing Date Purchaser Date, then: (a) Buyer shall indemnify Seller and the applicable Credit Support Obligor for any Losses incurred by such Person in connection with each Support Obligation to the extent, and only to the extent, relating exclusively to the Company and attributable to the period commencing at or after the Closing (including reimbursement as promptly as reasonably practicable following demand therefor (which demand will include reasonable supporting documentation) with respect to any demand or draw upon, or withdrawal from, any Support Obligation); (b) Buyer shall not, and shall cause its Affiliates, including the Company, not to, after the Closing, effect the complete and unconditional release of all any amendments or modifications or any other changes to, assign, authorize or transfer to a third party, any Contracts or obligations to which any 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 depositrelate, or other arrangements. To otherwise take any action that would increase, extend or accelerate the liability of any Credit Support Obligor under any Support Obligation, without Seller’s prior written consent; (c) to the extent and only to the extent that Purchaser cannot cause the release, termination and replacement of any Credit Support Obligor has any performance obligations under 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 Obligations attributable to which any of them become subject, resulting from, arising out of or relating to any such Support Obligation being in effect on the period commencing at or after the Closing Date Date, Buyer shall (including I) at any Credit Support Obligor’s written request and without creating any agency relationship or agency liability in respect thereof, perform such obligations of such Credit Support Obligor to the maximum extent practicable, and (II) otherwise take such actions as may be requested from time to time by the applicable Credit Support Obligor so as to put such Credit Support Obligor in the same position as if Buyer had performed or was performing such obligations; and (d) Buyer shall deliver to Seller, on behalf of itself and its Affiliates at the Closing, and will maintain at all times after the Closing until the release of each Support Obligation in accordance with this Section 6C, a result letter of any draw credit or demand for guaranty or making other credit support in a form reasonably acceptable to Seller from a third party reasonably acceptable to Seller in an amount equal to the maximum amount of any payment by all outstanding Support Obligations, it being understood that (I) the Buyer Guaranty shall satisfy the foregoing obligation and (II) Seller or may reject any such Affiliate of Seller under credit support from any Support ObligationPerson (other than Buyer Guarantor) with respect to that maintains, or has maintained in the full extent of such Support Obligation and prior six (ii6) diligently continue to seek the releasemonths, 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 11.01less than an Investment Grade credit rating.