Bonding Matters. Buyer and Avnet shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary to replace, effective as of the Closing Date, all bid and performance bonds and/or similar payment guarantees identified on Schedule 5 attached hereto (the “Bond Schedule”) issued by or for the account of Avnet to support the Company’s business (collectively, the “Avnet Performance Bonds”). Avnet agrees to provide Buyer an updated Bond Schedule at least five Business Days prior to the anticipated Closing Date. In the event any Avnet Performance Bond is not so replaced, effective as of the Closing Date, Buyer hereby guarantees, on an absolute and unconditional basis, payment in full of any amounts Avnet is required from time to time to pay under any Avnet Performance Bond; provided, however, that such payment guarantee shall terminate upon issuance by a bank reasonably acceptable to Avnet of one or more standby letters of credit having an aggregate face amount equal to Avnet’s maximum exposure under all outstanding Avnet Performance Bonds and that include irrevocable instructions permitting Avnet to draw upon such letters of credit to reimburse Avnet for any payment Avnet is required to make under any Avnet Performance Bond. Any payment required to be made by Buyer to Avnet under this Section 5 shall be made promptly and in any event within five Business Days after notice from Avnet of its payment under any Avnet Performance Bond, which notice shall indicate with reasonable specificity the Avnet Performance Bond that required payment and the date and amount of such payment.
Bonding Matters. Schedule 4.23 lists all of the bonds and other security arrangements that Seller or Company maintains as to the Oil and Gas Properties or any portion thereof. No claim has been made by any Governmental Authority that the Company has failed to comply with any law or regulation governing the requirements of bonds as to the Seller's or Company's operations of the Oil and Gas Properties.
Bonding Matters. Section 4.27 of the Disclosure Schedule sets forth, as of the date hereof, each outstanding Bond issued pursuant to the Travelers Indemnity Agreement in connection with Contracts to which an Acquired Company is a party. The updated Section 4.27 of the Disclosure Schedule, to be delivered at Closing pursuant to Section 7.1(g), will list, as of the Closing, each outstanding Bond issued pursuant to the Travelers Indemnity Agreement in connection with Contracts to which an Acquired Company is a party.
Bonding Matters. Following the Closing, the Parties agree that, notwithstanding the joint and several nature of the obligations under the Travelers Indemnity Agreement, as between the Acquired Companies, on the one hand, and any of Seller, Ozark Traffic, Ozark Distribution, Ozark Safety or any other Excluded Subsidiary, on the other hand, (a) the Acquired Companies shall have Liability for any amounts due or that become due in connection with the Travelers Indemnity Agreement (including any premium payments and Losses, as defined therein) with respect to the Bonds set forth on Section 4.27 of the Disclosure Schedule, as updated in accordance with Section 7.1(f), and (b) Seller, Ozark Traffic, Ozark Distribution, Ozark Safety and the other Excluded Subsidiaries shall have Liability for any amounts due or that become due in connection with the Travelers Indemnity Agreement (including any premium payments and Losses, as defined therein) with respect to all other Bonds issued pursuant to the Travelers Indemnity Agreement. The Acquired Companies shall have no Liability with respect to any Bond issued under the Travelers Indemnity Agreement from and after the Closing other than with respect to (1) a Bond issued after the Closing upon the award of a Contract to any Acquired Company on a bid or proposal in respect of which the Surety (as defined in the Travelers Indemnity Agreement) has executed a bid Bond prior to Closing, and (2) a Bond issued that Travelers, at the request of an Acquired Company, became committed to execute prior to Closing.
Bonding Matters. Schedule 4.6 lists all of the bonds and other security arrangements that TEG maintains as to the Operating Interests or any portion thereof. No claim has been made by any Governmental Authority that TEG has failed to comply with any law or regulation governing the requirements of bonds as to TEG’s operations of the Operating Interests.
Bonding Matters. 17 4.24 Insurance..........................................................17 4.25 ERISA..............................................................17 4.26 Condition of Assets................................................17 4.27
