Common use of Performance Bonds and Guarantees Clause in Contracts

Performance Bonds and Guarantees. From the date hereof until the Closing or the earlier termination of this Agreement, Buyer and Seller will cooperate and use commercially reasonable efforts to (a) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations (collectively, “Replacement Credit Support Arrangements”) to replace (i) any Seller Guarantees outstanding as of the date hereof and (ii) any Seller Guarantees entered into in the ordinary course of business during the period from the date hereof with Buyer’s express written consent or (b) allow for Buyer to assume all obligations under each Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Seller Guarantees, in each case to be effective at the Closing; provided that (x) Buyer shall not be obligated to assume any liabilities or other obligations or enter into any Replacement Credit Support Arrangements with respect to any Seller Guarantee on terms or conditions less favorable to Buyer than those of the applicable Seller Guarantee to be replaced or assumed or in a form or amount different than the applicable Seller Guarantee and (y) Buyer shall not be obligated to enter into any Replacement Credit Support Arrangement with respect to the guarantee by EnPro Industries Inc. (“EnPro”) included in the Agreement dated as of December 11, 2019 by and among MAN Energy Solutions SE, MAN Energy Solutions France, Buyer and EnPro (the “MAN Guarantee”). To the extent the beneficiary or counterparty under any Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee or other obligation proffered by Buyer and with respect to the MAN Guarantee, Buyer and the Company will, jointly and severally, (A) indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Seller Guarantees following the Closing, including Seller’s and its Affiliates’ expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and will in any event promptly reimburse Seller and its Affiliates to the extent any Seller Guarantee is called upon following the Closing and Seller or its Affiliates makes any payment or is obligated to reimburse the party issuing the Seller Guarantee following the Closing and (B) not without Seller’s prior written consent, amend in any manner adverse to Seller or any of its Affiliates, or extend (or permit the extension of), any Seller Guarantee or any obligation supported by any Seller Guarantee. Seller shall terminate all Company Guarantees with no further liability to the Company, effective as of and conditioned on the Closing.

Performance Bonds and Guarantees. From the date hereof until the Closing or the earlier termination of this Agreement, Buyer and Seller will cooperate and use commercially reasonable efforts to (a) arrange for substitute letters Not later than ten (10) days prior to the Closing, Seller Representative shall preliminarily advise Buyer, and not later than two (2) Business Days prior to the Closing, Seller Representative shall advise Buyer in writing of creditall performance bonds, surety bonds, Buyer bank guarantees, letters of credit and/or corporate guarantees and other obligations given by the Seller Parties or their Affiliates remaining outstanding on the Closing Date with respect to which Seller Parties or their Affiliates may have any liability after the Closing (each, a “Closing Date Seller Guarantee” and, collectively, the “Replacement Credit Support ArrangementsClosing Date Seller Guarantees”). (b) Buyer shall use its reasonable best efforts to replace or backstop any such Closing Date Seller Guarantee as promptly as reasonably practicable following the Closing. (c) With respect to each Closing Date Seller Guarantee that is not replaced or backstopped pursuant to Section 7.11(b) by the Closing Date, Seller Parties shall use their reasonable best efforts to, and shall cause their respective Affiliates (including EnPro Industries, Inc.) to replace use their reasonable best efforts to, cause each such Closing Date Seller Guarantee to remain outstanding through the date that such Closing Date Seller Guarantee is scheduled to expire in accordance with its terms; provided that Buyer shall use reasonable best efforts to cause Buyer or one of its Affiliates to be substituted in all respects for the applicable Seller Party (or its applicable Affiliate) in respect of all obligations of such Seller Party or such Affiliate under each Closing Date Seller Guarantee, effective as of the first expiration of the term of each such Closing Date Seller Guarantee having automatically renewing terms (it being understood and agreed that upon the expiration of a Closing Date Seller Guarantee, no Seller Party or any of its Affiliates shall have any further liabilities or obligations with respect to such Closing Date Seller Guarantee). (d) For so long as any Closing Date Seller Guarantees remain outstanding after the Closing Date, (i) any Seller Guarantees outstanding as of the date hereof and (ii) any Seller Guarantees entered into in the ordinary course of business during the period from the date hereof with Buyer’s express written consent or (b) allow for Buyer to assume all obligations under each Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Seller Guarantees, in each case to be effective at the Closing; provided that (x) Buyer shall not be obligated to assume any liabilities or other obligations or enter into any Replacement Credit Support Arrangements with respect to any Seller Guarantee on terms or conditions less favorable to Buyer than those of the applicable Seller Guarantee to be replaced or assumed or in a form or amount different than the applicable Seller Guarantee and (y) Buyer shall not be obligated to enter into any Replacement Credit Support Arrangement with respect to the guarantee by EnPro Industries Inc. (“EnPro”) included in the Agreement dated as of December 11, 2019 by and among MAN Energy Solutions SE, MAN Energy Solutions France, Buyer and EnPro (the “MAN Guarantee”). To the extent the beneficiary or counterparty under any Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee or other obligation proffered by Buyer and with respect to the MAN Guarantee, Buyer and the Company will, jointly and severally, (A) indemnify, defend and hold harmless the Seller Parties and its their Affiliates against, and reimburse Seller and its Affiliates for, all amounts paid (including costs for any Losses arising from or expenses) in connection with relating to such Closing Date Seller Guarantees following for the Closing, including Seller’s and its Affiliates’ expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and will in any event promptly reimburse Seller and its Affiliates to the extent any Seller Guarantee is called upon following the Closing and Seller or its Affiliates makes any payment or is obligated to reimburse the party issuing the Seller Guarantee period beginning immediately following the Closing and (ii) Buyer shall not permit any of the Company Entities or any of their respective Subsidiaries or Affiliates to (A) renew or extend the term of, (B) not without Seller’s prior written consentincrease its or their obligations under, (C) transfer to another third party or (D) amend in any manner adverse to Seller or any of its Affiliates, or extend (or permit the extension of)manner, any Seller Guarantee or any obligation supported by any such Closing Date Seller Guarantee. To the extent that Seller Parties or their Affiliates have performance obligations under any Closing Date Seller Guarantee, Buyer shall terminate (x) perform in all Company Guarantees with no further liability respects such obligations on behalf of Seller Parties and their Affiliates or (y) otherwise use reasonable best efforts to take such actions as reasonably requested by Seller Parties so as to put Seller Parties and their Affiliates in the Companysame position as if Buyer, effective as of and conditioned on the Closingnot a Seller Party or an Affiliate thereof, had performed or were performing such obligations.