Common use of Replacement of Letters of Credit Clause in Contracts

Replacement of Letters of Credit. Unless otherwise agreed to in writing by Seller, Buyer shall use its best efforts to arrange, prior to the Closing, for replacement arrangements (which shall include a full and complete release of Seller and its Affiliates, other than the Company), including, to the extent required, guarantees, surety bonds and letters of comfort, reasonably satisfactory to Seller with respect to all surety bonds, letters of credit and other borrowings or other contractual obligations of the Business which are set forth on Schedule 5.9. In the event that, despite Buyer’s best efforts, Buyer and is unable to effectuate such replacement arrangements with the counter parties to such obligations, then upon the Closing, Buyer and its Subsidiaries shall provide the Seller and Seller-Related Parties with an indemnity reasonably acceptable to Seller and Seller-Related Parties, indemnifying and holding harmless Seller and Seller-Related Parties from and against any and all liabilities, costs, losses, damages and/or expenses which Seller and Seller-Related Parties may suffer as a result of their continuing liability on such guarantees, surety bonds, covenants, indemnities, letters of credit and other borrowings or other contractual obligations.