Common use of Performance Bonds and Guarantees Clause in Contracts

Performance Bonds and Guarantees. (a) Subject to Section 5.2(b), at the Closing, Purchaser shall deliver to SPX replacement (or, to the extent the beneficiary thereof will not permit replacement, back-up) performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (“Guarantees”), in an aggregate principal amount and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser or one of its Affiliates), in each case reasonably satisfactory to SPX, to replace (or, to the extent required, as described above, to collateralize) any Guarantees given by any Service Solutions Company in respect of the Service Solutions Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which any Member of the SPX Group will have any liability after the Closing. Not later than 15 days prior to the Closing, SPX shall preliminarily advise Purchaser, and not later than five Business Days prior to the Closing, SPX shall advise Purchaser, in writing of the Guarantees to be replaced or collateralized pursuant to this Section 5.2. (b) To the extent any Guarantees required to be replaced or collateralized in accordance with Section 5.2(a) were not included in the written notice to Purchaser, Purchaser shall use its reasonable best efforts to replace or collateralize any such Guarantees as promptly as practicable following notification of the existence of any such Guarantees.

Performance Bonds and Guarantees. (a) Subject to Section 5.2(b6.2(b), at the Closing, Purchaser GE shall deliver to SPX replacement (or, to the extent the beneficiary thereof will not permit replacement, back-up) performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (“GuaranteesGuaranties”), in an aggregate principal amount and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser GE or one of its Affiliates), in each case reasonably satisfactory to SPX, to replace (or, to the extent required, as described above, to collateralize) any Guarantees Guaranties given by any Service Solutions Company Member of the SPX Group in respect of the Service Solutions EST Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which any Member of the SPX Group will have any liability after the Closing. Not later than 15 fifteen (15) days prior to the Closing, SPX shall preliminarily advise PurchaserGE, and not later than five (5) Business Days prior to the Closing, SPX shall advise PurchaserGE, in writing of the Guarantees Guaranties to be replaced or collateralized pursuant to this Section 5.26.2. (b) To the extent any Guarantees Guaranties required to be replaced or collateralized in accordance with Section 5.2(a6.2(a) were not included in the written notice to PurchaserGE, Purchaser GE shall use its reasonable best efforts to replace or collateralize any such Guarantees Guaranties as promptly as practicable following notification of the existence of any such GuaranteesGuaranties.