Common use of Bonds and Other Credit Support Clause in Contracts

Bonds and Other Credit Support. Buyer acknowledges that various bonds, letters of credit, guarantees and/or cash deposits (collectively, “Security Arrangements”) have been provided by Seller and/or its affiliates to secure the payment and performance of obligations related to the Properties, including those set forth on Schedule 4.2. To the extent Seller and/or any of its affiliates has any obligations pursuant to any such Security Arrangement or has any property that secures the repayment of any amounts advanced pursuant to any such Security Arrangement (collectively, the “Seller Obligations”), Buyer shall take such actions, during the Interim Period, as are necessary to cause the Seller Obligations arising under the Security Arrangements set forth on Schedule 4.2 (and such Security Arrangements) to be released and terminated concurrent with the Closing. As to those Security Arrangements not listed on Schedule 4.2, Buyer shall take such actions as are necessary to cause the Seller Obligations arising under such Security Arrangements (and such Security Arrangements) to be released and terminated within thirty (30) days following Seller’s notifying Buyer (or if earlier, Buyer’s otherwise becoming aware) of such Security Arrangement, and Buyer shall reimburse Seller, within ten (10) days following Seller’s demand therefor, the aggregate amount of any Seller Obligations that are paid or performed by Seller under such Security Arrangements following the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Sandridge Energy Inc)

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Bonds and Other Credit Support. Buyer acknowledges that various bonds, letters of credit, guarantees and/or cash deposits set forth on Schedule 5.2 (collectively, “Security Arrangements”) have been provided by Seller Company Parties and/or its their affiliates to secure the payment and performance of obligations related to the Conveyed Properties, including those set forth on Schedule 4.2. To the extent Seller Company Parties and/or any of its their affiliates has have any obligations pursuant to any such Security Arrangement or has have any property that secures the repayment of any amounts advanced pursuant to any such Security Arrangement (collectively, the “Seller Obligations”), Buyer shall take such actions, during the Interim Period, as are necessary to cause the Seller Obligations arising under the Security Arrangements set forth on Schedule 4.2 5.2 (and such Security Arrangements) to be released and terminated concurrent with the Closing. As to those Security Arrangements not listed on Schedule 4.25.2, Buyer shall take such actions as are necessary to cause the Seller Obligations arising under such Security Arrangements (and such Security Arrangements) to be released and terminated within thirty (30) days following Seller’s notifying Buyer (or if earlier, Buyer’s otherwise becoming aware) of such Security Arrangement, and Buyer shall reimburse Seller, within ten (10) days following Seller’s demand therefor, the aggregate amount of any Seller Obligations that are paid or performed by Seller under such Security Arrangements following the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (WildHorse Resource Development Corp)

Bonds and Other Credit Support. (a) Buyer acknowledges that various bonds, letters of credit, guarantees and/or cash deposits (collectively, “Security Arrangements”) have been provided by Seller Seller, Company and/or its affiliates their respective Affiliates to Governmental Authorities or third parties to secure the payment and performance of plugging and abandonment obligations and other obligations related to the PropertiesAssets, including those set forth on Schedule 4.26.20. To the extent Seller and/or or any of its affiliates Affiliates other than Company has any obligations pursuant Seller Obligations with respect to any such Security Arrangement or has any property that secures the repayment of any amounts advanced pursuant to any such Security Arrangement (collectively, the “Seller Obligations”), Buyer shall take such actions, during the Interim Period, as are necessary to cause the Seller Obligations arising under the Security Arrangements set forth on Schedule 4.2 (and such Security Arrangements) to be released and terminated concurrent with the Closing. As to those Security Arrangements not listed on Schedule 4.26.20, Buyer shall take such actions as are necessary to cause the Seller Obligations arising under such Security Arrangements (and such Security Arrangements) to be released and terminated within thirty concurrent with the Closing. (30b) days following Seller’s notifying Buyer If Seller becomes aware of any Security Arrangement not listed on Schedule 6.20 (or if earlier, Buyer’s otherwise becoming aware) of each such Security Arrangement, an “Omitted Security Arrangement”), Seller shall promptly notify Buyer of the existence of such Omitted Security Arrangement and Buyer and Seller shall reimburse Seller, within ten (10) days following Seller’s demand therefor, take all such actions as are necessary to cause the aggregate amount of any Seller Obligations that are paid of Seller or performed by Seller under any of its Affiliates other than Company to be promptly released and terminated after receipt of such notice, including, if necessary, creating replacement Security Arrangements following in the Closingname of Buyer (or an Affiliate of Buyer). Nothing in this Section 8.3 shall limit Buyer’s indemnification obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Atlas Energy Group, LLC)

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Bonds and Other Credit Support. Buyer acknowledges that various bonds, letters of credit, guarantees and/or cash deposits (collectively, “Security Arrangements”) have been provided by Seller and/or its affiliates Affiliates to secure the payment and performance of obligations related to the Properties, including those set forth on Schedule 4.25.2. To the extent Seller and/or any of its affiliates Affiliates has any obligations pursuant to any such Security Arrangement or has any property that secures the repayment of any amounts advanced pursuant to any such Security Arrangement (collectively, the “Seller Obligations”), Buyer shall take such actions, during the Interim Period, as are necessary to cause the Seller Obligations arising under the Security Arrangements set forth on Schedule 4.2 5.2 (and such Security Arrangements) to be released and terminated concurrent with the Closing. As to those Security Arrangements not listed on Schedule 4.25.2, Buyer shall take such actions as are necessary to cause the Seller Obligations arising under such Security Arrangements (and such Security Arrangements) to be released and terminated within thirty (30) days following Seller’s notifying Buyer (or if earlier, Buyer’s otherwise becoming aware) of such Security Arrangement, and Buyer shall reimburse Seller, within ten (10) days following Seller’s demand therefor, the aggregate amount of any Seller Obligations that are paid or performed by Seller under such Security Arrangements following the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Diamondback Energy, Inc.)

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