Common use of Buyer's Parent Guaranty Clause in Contracts

Buyer's Parent Guaranty. Buyer's Parent shall provide on the date hereof the Buyer's Parent Guaranty to provide security for compliance with Buyer's payment obligations under this Agreement, which guaranty shall remain in effect until the earliest to occur of (i) all such obligations having been fully and irrevocably performed and satisfied, (ii) the occurrence of the Closing and (iii) if applicable, the termination of this Agreement pursuant to Section 9.1 (other than a termination under Section 9.1(f)). If at any time there shall occur a Downgrade Event with respect to Buyer's Parent, then Seller shall supplement the Buyer's Parent Guaranty with either (i) a cash deposit in the amount of Thirty Million Dollars ($30,000,000), which deposit shall earn interest at the Interest Rate or (ii) a letter of credit in the amount of Thirty Million Dollars ($30,000,000). Any such letter of credit shall be reasonably satisfactory to Seller in form and substance, shall be issued by a financial institution reasonably acceptable to Seller, shall remain in effect until the expiration of the Buyer's Parent Guaranty. Any such security shall be subject to all terms and conditions of this Agreement otherwise applicable to the Buyer's Parent Guaranty. In the event Buyer shall fail to provide such security within five (5) Business Days of receipt of written notice, then a breach of this Agreement shall be deemed to have occurred.

Appears in 2 contracts

Samples: Asset Sale Agreement (CMS Energy Corp), Asset Sale Agreement (CMS Energy Corp)

AutoNDA by SimpleDocs

Buyer's Parent Guaranty. Buyer's ’s Parent shall provide on the date hereof the Buyer's ’s Parent Guaranty to provide security for compliance with Buyer's payment ’s obligations under this Agreement, which guaranty shall remain in effect until the earliest to occur of (i) all such obligations having been fully and irrevocably performed and satisfied, (ii) the occurrence of the Closing and (iii) if applicable, the termination of this Agreement pursuant to Section 9.1 8.1 (other than a termination under Section 9.1(f8.1(d)). If at any time there shall occur a Downgrade Event with respect to Buyer's ParentEvent, then Seller Buyer shall supplement the Buyer's ’s Parent Guaranty with either (i) a cash deposit in the amount of Thirty Million Dollars ($30,000,000), which deposit shall earn interest at the Interest Rate or (ii) a standby letter of credit in the amount of Thirty Million Dollars ($30,000,000)the Purchase Price. Any such letter of credit shall be reasonably satisfactory to Seller in form and substance, shall be issued by a financial institution reasonably acceptable to Seller, Seller and shall remain in effect until the expiration of the Buyer's ’s Parent Guaranty. Any such security shall be subject to all terms and conditions of this Agreement otherwise applicable to the Buyer's ’s Parent Guaranty. In the event Buyer shall fail to provide such security within five (5) Business Days of receipt of written notice, then a breach of this Agreement shall be deemed to have occurred.

Appears in 1 contract

Samples: Asset Sale Agreement (Wisconsin Energy Corp)

AutoNDA by SimpleDocs

Buyer's Parent Guaranty. Buyer's ’s Parent shall provide on the date hereof the Buyer's ’s Parent Guaranty to provide security for compliance with Buyer's ’s payment obligations under this Agreement, which guaranty shall remain in effect until the earliest to occur of (i) all such obligations having been fully and irrevocably performed and satisfied, (ii) the occurrence of the Closing and (iii) if applicable, the termination of this Agreement pursuant to Section 9.1 (other than a termination under Section 9.1(f)). If at any time there shall occur a Downgrade Event with respect to Buyer's ’s Parent, then Seller shall supplement the Buyer's ’s Parent Guaranty with either (i) a cash deposit in the amount of Thirty Million Dollars ($30,000,000), which deposit shall earn interest at the Interest Rate or (ii) a letter of credit in the amount of Thirty Million Dollars ($30,000,000). Any such letter of credit shall be reasonably satisfactory to Seller in form and substance, shall be issued by a financial institution reasonably acceptable to Seller, shall remain in effect until the expiration of the Buyer's ’s Parent Guaranty. Any such security shall be subject to all terms and conditions of this Agreement otherwise applicable to the Buyer's ’s Parent Guaranty. In the event Buyer shall fail to provide such security within five (5) Business Days of receipt of written notice, then a breach of this Agreement shall be deemed to have occurred.

Appears in 1 contract

Samples: Asset Sale Agreement

Time is Money Join Law Insider Premium to draft better contracts faster.