Common use of Support Obligations Clause in Contracts

Support Obligations. From and after the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will use commercially reasonable efforts to promptly (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account of Seller or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (ii) replace each Insured Bond with one or more surety or performance bonds or letters of credit or other forms of security, in amounts and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminated.

Support Obligations. From (i) Buyer recognizes that Seller and certain of its Affiliates have provided credit support to the Paper Group, their Subsidiaries and the Business and may have to (but shall not be obligated to) provide other credit support in connection with the transactions contemplated by this Agreement (collectively, the “Support Obligations”). Buyer shall use reasonable best efforts to effect the full and unconditional release of Seller and its Affiliates from all Support Obligations, including by the issuance, to the beneficiaries thereof, in sufficient amount of letters of credit, guaranties, cash collateral and/or other credit support as would reasonably be expected to cause the release of the Support Obligations. (ii) In connection with replacement of such Support Obligation by Buyer, Buyer and Seller shall cooperate to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller or its Affiliates, as applicable, as soon as practicable, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations as well as to redeliver to Seller and its Affiliates, any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, except promptly to redeliver such originals or cash to Seller or its Affiliates, as set forth applicable, and in this Agreement each case, to take such other actions as may be required to terminate such Support Obligations. (iii) If Buyer is not successful in obtaining the complete and unconditional release of Seller and its Affiliates from the Support Obligations prior to the Closing, then Buyer shall continue to try to obtain such release after Closing and shall indemnify, defend and hold harmless Seller and its Affiliates from and against any and all Losses incurred by any such indemnified Persons in connection with the Support Obligations. Buyer shall, for so long as any Support Obligation remains outstanding, not, and shall cause each member of the Paper Group and their respective Subsidiaries not to, effect any amendments or modifications or any other Transaction Documentchanges to the contracts, Buyer will use commercially reasonable efforts to promptly (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account of Seller or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (ii) replace each Insured Bond with one or more surety or performance bonds guaranties or letters of credit to which any of such Support Obligations relate, or other forms otherwise take any action that would effect any change to such contracts, guaranties or letters of securitycredit, without Seller’s prior written consent. (iv) Notwithstanding anything in this Agreement to the contrary, during the period from the date of this Agreement until the Closing Date, Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 8O; provided that (a) Buyer shall give Seller prior notice before making any such contact, (b) Seller shall have the right to have one of its representatives present on the telephone line or in person, as applicable, during any such contact or discussion, (c) Buyer shall only contact and hold discussions with such beneficiaries through representatives of Buyer previously approved by Seller, and (d) Buyer shall cause such representatives to comply with all procedures and protocols regarding such contacts and discussions that may be established by Seller. (v) Prior to the Release Date, each of Buyer and Buyer Sub agrees not to assign, sell, transfer or convey all or any portion of the Target Units and/or the Paper Units and shall cause the members of the Paper Group not to assign, sell, transfer or convey all or any substantial portion of the assets of the Paper Group and its Subsidiaries, in amounts and on terms satisfactory a single transaction or series of related transactions, in each case without the assignment to the applicable Governmental Authority transferee of the rights of Buyer and Buyer Sub under this Agreement and the assumption in writing by the transferee (which assumption shall be enforceable by Seller and its Affiliates) of the obligations of Buyer and Buyer Sub under this Agreement (including the obligations of Buyer and Buyer Sub pursuant to this Section 8O); provided that, for the avoidance of doubt, the sale of equity interests of Buyer (whether accomplished by merger or other beneficiary otherwise) shall not be deemed a sale, transfer, conveyance or assignment for purposes of this Section 8O. Buyer and Buyer Sub agree to guarantee take such actions such that any assignment, sale, transfer or conveyance in contravention of the reimbursement preceding sentence shall be null and void ab initio. Buyer and Buyer Sub agrees to provide Seller with a copy of such Governmental Authority assignment and assumption agreement prior to execution and prior to the assignment, sale, transfer or other beneficiary of any amounts paid by it under or in respect conveyance and a copy of the applicable Insured Bond following executed assignment and assumption agreement which shall be in the Closingsame form with such changes as Seller may reasonably request. Upon such an assignment, sale, transfer or conveyance pursuant to which bond(s) will remain in full force the transferee assumes all of Buyer’s and effect the underlying liability Buyer Sub’s rights and obligations under this Agreement, Buyer and Buyer Sub shall have no further rights or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or obligations under this Agreement (except for obligations relating to breaches by Buyer and/or Buyer Sub occurring prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from assignment, sale, transfer or conveyance). The “Release Date” shall be the later of the date on which all of the Support Obligations have been fully and after unconditionally released and the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminateddate on which Seller has no more obligations owing to Buyer and/or Buyer Sub under this Agreement.

Support Obligations. From and after the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will shall use commercially reasonable efforts to promptly (ia) cause Seller, Seller’s Affiliates the Sellers and all sureties their Related Parties to be unconditionally released in full from any liability or obligation in respect of any surety surety, letter of credit, or performance bond or similar ancillary obligation or amount issued for the account of Seller the Sellers or any of Seller’s Affiliates their Related Parties or in connection with any liability or obligation of Seller the Sellers or any of Seller’s Affiliates their Related Parties all to the extent listed and that is listed disclosed on Section 6.3 Schedule 5.12 of the Company Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (iiy) to the extent required, replace each Insured Bond with one or more surety or performance bonds or letters of credit or other forms of security, in amounts and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of to such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will shall remain in full force and effect until such the underlying liability or obligation has been unconditionally released or extinguished in fullfull or otherwise released by the Governmental Authority. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety one hundred twenty (90120) days after the Closing Date in accordance with Date, the foregoing sentence, Buyer Sellers and their Related Parties shall provide such financial assurances be permitted to Seller or the providers of terminate such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the ClosingClosing Date, Seller and Seller’s Affiliates will neither the Sellers nor their Related Parties shall have no any obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will shall indemnify and hold harmless any Seller Indemnified Party the Sellers and their Related Parties from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and any matter first occurring after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminated.

Support Obligations. (a) Purchaser and Seller shall cooperate and each use their commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, valid and binding written unconditional releases of Seller and its Affiliates, as applicable, from their respective obligations under the Contracts or other instruments set forth on Section 5.08 of the Seller Disclosure Letter (together with any similar obligations under any Contracts entered into after the date hereof in accordance with this Agreement (copies of which shall be provided to Purchaser within a reasonable time after entering into such Contracts), the “Support Obligations”) which shall be effective as of the Closing Date, including the Purchaser offering substitute guarantees, furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. (b) Without limiting Purchaser’s obligations under Section 5.08(a), if such releases are not obtained as of the Closing Date, Seller or its Affiliates shall continue to maintain the applicable Support Obligations at the same levels as provided as of the Closing Date, and Purchaser and Seller shall continue to use their commercially reasonable efforts to replace such Support Obligations as promptly as practicable following the Closing Date (but in no event later than two (2) months following the Closing Date). Subject to the terms hereof, effective as from the Closing Date and limited to any Support Obligations to the extent and for as long as not released, Purchaser shall (i) reimburse Seller and its Affiliates for, and indemnify and hold each of them harmless from, all amounts paid or payable to the relevant beneficiary and (ii) reimburse Seller and its Affiliates for any third party expenses reasonably incurred by Seller or its Affiliates for any Support Obligations issued by third parties on Seller’s or its Affiliates’ behalf. From and after the Closing, except as Purchaser shall promptly provide any financial, operational or ownership information regarding the assets underlying any outstanding Support Obligations reasonably requested by Seller from time to time, including for purposes of Seller’s risk assessment procedures and financial reporting obligations, and shall cause proper provision to be made such that any successors, assigns or acquirors of such assets shall assume the obligations set forth in this Agreement Section 5.08. (c) Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or any other Transaction Documentafter the Closing Date, Buyer will use commercially reasonable efforts to promptly (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account none of Seller or any of Seller’s its Affiliates will have any obligation to renew any letters of credit or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (ii) replace each Insured Bond with one or more surety or performance bonds issued on behalf of any Acquired Subsidiary or the Acquired Business after the expiration of any such letters of credit or other forms of security, in amounts and on terms satisfactory to the applicable Governmental Authority surety or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminatedperformance bonds.

Support Obligations. From Prior to the Closing Date, Seller and after the ClosingBuyer shall cooperate to, except as set forth in this Agreement or any other Transaction Document, Buyer will and shall each use commercially reasonable efforts to, terminate, or cause Buyer to promptly (i) cause Seller, be substituted in all respects for Seller and any of Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of all obligations of Seller and any surety of its Affiliates under all Support Obligations (other than those Support Obligations that relate to Permits or performance bond Material Contracts that are not transferred to Buyer (or similar ancillary obligation its designee) as of Closing). With respect to any Coal Support Obligation that remains outstanding after the Closing Date (until such time as such Coal Support Obligation is terminated or amount issued substituted in accordance herewith, an “Outstanding Coal Support Obligation”), (a) Buyer shall continue to use its commercially reasonable efforts to terminate, or cause Buyer to be substituted in all respects for Seller and any of its Affiliates in respect of, all obligations of Seller or any of its Affiliates under such Outstanding Coal Support Obligations; (b) Buyer shall not renew, amend or extend the account terms of (in any manner that increases or extends or otherwise adversely changes the obligations of Seller or any of Seller’s Affiliates under) any Contract or in connection with any liability or other obligation of for which Seller or any of its Affiliates is or would reasonably be expected to be liable under, any such Outstanding Coal Support Obligations unless Seller and all of Seller’s Affiliates are completely released from all Support Obligations and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any other liability under such Person Contracts; and (iic) replace Seller shall and, if applicable, shall cause its Affiliates to, maintain each Insured Bond such Outstanding Coal Support Obligation until (1) its termination in accordance with one or more surety or performance bonds or letters of credit or other forms of securityits terms, in amounts and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s(2) will remain in full force and effect the underlying liability or obligation substitution has been unconditionally released effected or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (903) days after the Closing Date its termination in accordance with the foregoing immediately succeeding sentence. After Closing, if a draw occurs under an Outstanding Coal Support Obligation as the result of an event of default by Buyer shall provide such financial assurances to or its Affiliates, and Seller (or the providers of such Insured BondSeller’s Affiliate, as may applicable) pays an amount equal to or greater than $500,000 in connection therewith, then Seller (or Seller’s Affiliate, as applicable) shall be reasonably requested by Seller or entitled to terminate such bond or other financial guarantee providerOutstanding Coal Support Obligation upon at least five (5) Business Days’ prior written notice to Buyer; provided, that following all applicable notice and cure periods under the ClosingContract to which such Outstanding Coal Support Obligation relates shall have expired; provided further, that Buyer shall not have reimbursed Seller and (or Seller’s Affiliates will have Affiliate, as applicable) for such payment. The provisions of this Agreement notwithstanding, in no obligation to pay event shall any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any Outstanding Coal Support Obligation remain outstanding after the termination of the foregoing Insured Bonds from underlying Contract relating to such Outstanding Coal Support Obligation, and after the ClosingSeller (or Seller’s Affiliate, including any expenses or fees incurred in connection with as applicable) may terminate any such Insured Bond being called or terminatedOutstanding Coal Support Obligation as of the date of such termination of such Contract.

Support Obligations. From (a) Buyer recognizes that Seller may have provided credit support with respect to the Acquired Assets (collectively, the “Support Obligations”). As promptly as practicable after the Sale Order is entered by the Bankruptcy Court, Buyer shall use reasonable efforts to effect the full and unconditional release of Seller from any and all Support Obligations identified by Seller to Buyer by: (i) furnishing letters of credit containing terms and conditions that are substantially identical to the terms and conditions of existing letters of credit and from lending institutions that are either investment grade institutions or have a credit rating commensurate with or better than that of lending institutions for existing letters of credit; (ii) instituting escrow arrangements with terms equal to, or more favorable to the counterparty than, the terms of existing escrow arrangements; (iii) posting surety or performance bonds issued by an institution having a credit rating at least equal to those of the issuer of existing surety or performance bonds, and which replacement surety or performance bonds contain terms and conditions that are substantially identical to the terms and conditions of existing surety or performance bonds; and (iv) providing substitute guaranties. (b) Buyer and Seller shall use reasonable efforts to cause the beneficiary or beneficiaries of the Support Obligations to terminate and redeliver to Seller, prior to the Closing, each original copy of each original guaranty, letter of credit or other instrument constituting or evidencing such Support Obligations, to redeliver to Seller any cash collateral in respect of the Support Obligations and, as to any Support Obligations terminated after the Closing, except promptly to redeliver such originals or cash to Seller, and in each case, to take such other actions as set forth may be required to terminate such Support Obligations. (c) If Buyer is not successful in obtaining the complete and unconditional release of Seller from the Support Obligations prior to the Closing, then Buyer shall indemnify, defend and hold harmless Seller from and against any and all costs, expenses, reimbursements or performance incurred by Seller in connection with the Support Obligations. Buyer shall, for so long as any Support Obligation remains outstanding, not effect any amendments or modifications or any other changes to the agreements, guaranties or letters of credit to which any of such Support Obligations relate, or otherwise take any action that would effect any change to such agreements, guaranties or letters of credit without Seller’s prior written consent. Notwithstanding anything in this Agreement or any other Transaction Documentto the contrary, prior to Closing, Buyer will use commercially reasonable efforts shall have the right to promptly contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 7.5; provided that (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account of Buyer shall give Seller or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to prior notice before making any such Person contact and (ii) replace each Insured Bond with Seller shall have the right to have one or more surety or performance bonds or letters of credit or other forms of security, in amounts and its representatives present on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under telephone line or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bondperson, as may be reasonably requested by Seller or such bond or other financial guarantee provider; providedapplicable, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and after the Closing, including any expenses or fees incurred in connection with during any such Insured Bond being called contact or terminateddiscussion.

Support Obligations. From and after (a) Buyer recognizes that Seller or certain of its Affiliates have provided guarantees or other credit support with respect to the Business or the Transferred Assets to third parties, all of which that are outstanding as of the date hereof are set forth on Schedule 5.3(a) (b) Prior to the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will shall use its commercially reasonable efforts to promptly replace the Support Obligations, and Seller and Buyer shall cooperate, and each shall use its commercially reasonable efforts, to effect the full and unconditional release, effective as of the Closing Date, of Seller or the applicable Affiliate from all Support Obligations and all obligations and liabilities in respect thereof, in the case of Buyer, by (among other things): (i) furnishing a letter of credit to replace each existing letter of credit that is a Support Obligation containing terms and conditions that are substantially similar to the terms and conditions of such existing letter of credit; (ii) providing a guaranty from a creditworthy party to replace each existing guaranty that is a Support Obligation containing terms and conditions that are substantially similar to the terms and conditions of such existing guaranty; or (iii) replacing any other security agreement or arrangement on substantially similar terms and conditions to the existing security agreement or arrangement that is a Support Obligation. In each case, Buyer shall ensure any credit support provided pursuant to this Section 5.3(b) satisfies all of the credit support provisions of the applicable Contract. For the avoidance of doubt, it is specifically acknowledged and agreed by the Parties that Seller shall not be obligated to incur, pay, reimburse or provide or cause Sellerany of their respective Affiliates to incur, Seller’s Affiliates pay, reimburse or provide, any liability, compensation, consideration or charge in order to replace the Support Obligations (and all sureties neither Buyer nor Seller shall be obligated to be unconditionally released in full from pay any liability or obligation in respect of any surety or performance bond consent or similar ancillary obligation fee). (c) Buyer and Seller shall cooperate, and each shall use its commercially reasonable efforts, to cause the beneficiary or amount issued for beneficiaries of such Support Obligations to (i) remit any cash and cash equivalents (including any interest payable thereon) to Seller or the account applicable Affiliate of Seller held under any escrow or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and cash collateral arrangement that is listed on a Support Obligation promptly following the replacement of such escrow or cash collateral arrangement pursuant to Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person 5.3(b)(iii) and (ii) replace each Insured Bond with one or more surety or performance bonds or letters of credit or other forms of securityterminate, in amounts surrender and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances redeliver to Seller or the providers applicable Affiliate of such Insured Bond, as may be reasonably requested by Seller or such bond Seller’s other designee each original copy of each guaranty, letter of credit, bond, surety or other financial guarantee provider; provided, that following instrument constituting or evidencing such Support Obligations. (d) If Buyer and Seller are unable to obtain the Closing, full and unconditional release of Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect applicable Affiliate of Seller from any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any Support Obligation as of the foregoing Insured Bonds Closing pursuant to Section 5.3(b) (each such unreleased Support Obligation, until such time as it is released in accordance with Section 5.3, a “Continuing Support Obligation”): (i) from and after the ClosingClosing Date, including any expenses or fees incurred in connection Buyer and Seller shall continue to cooperate, and each shall continue to use the same efforts required under Section 5.3(b) with any such Insured Bond being called or terminated.respect to the pre-Closing period, to obtain promptly the full and unconditional