Common use of Without limiting Section 5 Clause in Contracts

Without limiting Section 5. 9(a) in any respect, Purchaser shall use its commercially reasonable efforts, at its sole expense, to cause itself or its Affiliates to be substituted in all respects for the Indemnified Party and any of its Affiliates, and for the Indemnified Party and its Affiliates to be released, effective as of the Closing, in respect of, or otherwise terminate (and in each case cause the Indemnified Party and its Affiliates to be released in respect of), all obligations of the Indemnified Party and any of its Affiliates under each Seller Guarantee (including, in each case, by delivering at the Closing (i) executed agreements to assume reimbursement obligations for such Seller Guarantees, (ii) executed instruments of guaranty, letters of credit or other documents requested by any banks, customers or other counterparties with respect to any Seller Guarantees, and (iii) any other documents reasonably requested by Seller in connection with Purchaser’s obligations under this Section 5.9). In furtherance and not in limitation of the foregoing, at the request of an Indemnified Party, Purchaser shall and shall cause its Affiliates to use its commercially reasonable efforts to assign or cause to be assigned any Contract or lease underlying such Seller Guarantee to a Subsidiary of Purchaser meeting the applicable net worth and other requirements in such Contract or lease to give effect to the provisions of the preceding sentence. For any Seller Guarantees for which Purchaser or any Transferred Entity, as applicable, is not substituted in all respects for the Indemnified Party and its Affiliates (or for which the Indemnified Party and its Affiliates are not released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with the Indemnified Party and its Affiliates to be released in respect thereof), (x) Seller shall, and shall cause its Affiliates to, cause any such Seller Guarantee to remain in effect and (y) Purchaser shall continue to use its commercially reasonable efforts and shall cause its Affiliates to use their commercially reasonable efforts to effect such substitution or termination and release as promptly as practicable after the Closing. Without limiting the foregoing, Purchaser shall not, and shall not permit any of its Affiliates to, extend or renew any Contract containing or underlying a Seller Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or the Transferred Entities are substituted in all respects for the Indemnified Party and its Affiliates, and the Indemnified Party and its Affiliates are released, in respect of all obligations of the Indemnified Party and its Affiliates under such Seller Guarantee.

Without limiting Section 5. 9(a16(b) in any respect, Purchaser Buyer shall use its commercially reasonable efforts, at its sole expense, Commercially Reasonable Efforts to cause itself or its Affiliates the Company Group members to be substituted in all respects for the Indemnified Party Seller and any of its Affiliates, Affiliates and for the Indemnified Party Seller and its Affiliates to be released, effective as of the Closing, in respect of, or otherwise terminate (of all liabilities and in each case cause the Indemnified Party and its Affiliates to be released in respect of), all obligations of the Indemnified Party Seller and any of its Affiliates under or related to each of the Seller Guarantee Guarantees (including, in each case, including by delivering at the Closing (i) executed agreements to assume reimbursement obligations for such Seller Guarantees, (ii) executed instruments of guaranty, posting letters of credit or other documents requested by any banks, customers or other counterparties with respect to any Seller Guaranteescash collateralizing such liabilities and obligations), and (iii) any other documents Seller shall reasonably requested by Seller in connection cooperate with PurchaserBuyer’s obligations under this Section 5.9). In furtherance and not in limitation of the foregoing, at the request of an Indemnified Party, Purchaser shall and shall cause its Affiliates to use its commercially reasonable efforts to assign or cause to be assigned any Contract or lease underlying such Seller Guarantee to a Subsidiary of Purchaser meeting the applicable net worth and other requirements in such Contract or lease to give effect to the provisions of the preceding sentenceefforts. For any Seller Guarantees Guarantee for which Purchaser Buyer or any Transferred EntityCompany Group member, as applicable, is not substituted in all respects for the Indemnified Party Seller and its Affiliates (or for which the Indemnified Party Seller and its Affiliates Affiliate are not released) ), effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with the Indemnified Party and its Affiliates to be released in respect thereof)Closing, (x) Seller shall, and shall cause its Affiliates to, cause any such Seller Guarantee to remain in effect and (y) Purchaser Buyer shall continue to use its commercially reasonable efforts Commercially Reasonable Efforts, and shall cause its Affiliates the Company Group members to use their commercially reasonable efforts Commercially Reasonable Efforts, to effect such substitution or termination and release as promptly as practicable after the Closing. Without limiting the foregoing, Purchaser shall not, and Seller shall continue to reasonably cooperate in Buyer’s efforts; provided that Seller and its Affiliates shall not permit have any obligation to make payments or incur any costs or expenses, grant any concession or incur any other Liability in connection with such cooperation pursuant to this Section 5.16(a) except to the extent Buyer agrees to promptly reimburse Seller and its Affiliates or agrees to fully indemnify Seller and its Affiliates for any such liabilities to Seller’s satisfaction. The Parties agree that neither Seller nor any of its Affiliates to, extend or after the Closing will have any obligation to renew any Contract containing or underlying a Seller Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or after the Transferred Entities are substituted in all respects for the Indemnified Party and its Affiliates, and the Indemnified Party and its Affiliates are released, in respect of all obligations of the Indemnified Party and its Affiliates under such Seller Guaranteeexpiration thereof.

Without limiting Section 5. 9(a) in any respect, Purchaser shall use its commercially reasonable best efforts, at its sole expense, to cause itself or its Affiliates to be substituted in all respects for the Indemnified Party and any of its Affiliates, and for the Indemnified Party and its Affiliates to be released, effective as of the Closing, in respect of, or otherwise terminate (and in each case cause the Indemnified Party and its Affiliates to be released in respect of), all obligations of the Indemnified Party and any of its Affiliates under each Parent Guarantee listed on Section 5.9(b) of the Seller Guarantee Disclosure Schedule (including, in each case, by delivering at the Closing (i) executed agreements to assume reimbursement obligations for such Seller Parent Guarantees, (ii) executed instruments of guaranty, letters of credit or other documents as reasonably requested by any banks, customers or other counterparties with respect to any Seller such Parent Guarantees, and (iii) any other documents reasonably requested by Seller Parent in connection with such Purchaser’s obligations under this Section 5.9). In furtherance and not in limitation of the foregoing, at the request of an Indemnified Party, if commercially reasonable, Purchaser shall and shall cause its Affiliates to use its commercially reasonable efforts to assign or cause to be assigned any Contract or lease underlying such Seller Guarantee to a Subsidiary of Purchaser meeting the applicable net worth and other requirements in such Contract or lease to give effect to the provisions of the preceding sentence. For any Seller Parent Guarantees for which Purchaser or any Transferred Entity, as applicable, is not substituted in all respects for the Indemnified Party and its Affiliates (or for which the Indemnified Party and its Affiliates are is not released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with the Indemnified Party and its Affiliates to be released in respect thereof), (x) Seller shall, and shall cause its Affiliates to, cause any such Seller Guarantee to remain in effect and (y) Purchaser shall continue to use its commercially reasonable best efforts and shall cause its Affiliates to use their commercially reasonable best efforts to effect such substitution or termination and release as promptly as practicable after the Closing. Without limiting the foregoing, Purchaser shall not, and shall not permit any of its Affiliates to, extend or renew any Contract containing or underlying a Seller Parent Guarantee unless, prior to or concurrently with such extension or renewal, Purchaser or the Transferred Entities are substituted in all respects for the Indemnified Party and its AffiliatesParty, and the Indemnified Party and its Affiliates are is released, in respect of all obligations of the Indemnified Party and its Affiliates under such Seller Parent Guarantee.