Credit Support Instruments. Schedule 4.29 contains a true and correct list of all bonds, guaranties, letters of credit, cash collateral and other similar credit support instruments maintained by the Xxxx Xxxx Entities with any Governmental Authority or other third party with respect to the Assets.
Credit Support Instruments. The Seller and each of its Affiliates, as applicable, shall have been released from the Credit Support Instruments and the Company and the Subsidiaries, as applicable, shall have been released and removed as parties from each of the Retained Credit Instruments, in each case as contemplated by Section 5.10.
Credit Support Instruments. (a) Merger Partner and Spinco shall each use reasonable best efforts to procure satisfaction of an Existing Spinco Credit Support Instrument Release Condition with respect to each Existing Spinco Credit Support Instrument at the Distribution Effective Time and Remainco shall use reasonable best efforts to cooperate with Spinco to facilitate the same. Prior to the Closing, Remainco shall, periodically and as reasonably requested by Xxxxxx Partner, provide
Credit Support Instruments. (a) Spinco and Buyer shall each use reasonable best efforts to procure satisfaction of an Existing Spinco Credit Support Instrument Release Condition with respect to each Existing Spinco Credit Support Instrument at the Equity Sale Closing Time and Remainco and Merger Partner shall use reasonable best efforts to cooperate with Spinco and Buyer to facilitate the same. During the Pre-Closing Period, Remainco shall, as reasonably requested by Xxxxx, provide Buyer with an updated list of Existing Spinco Credit Support Instruments in the same format as the table set forth in Part (A) of Schedule 1.1(c).
(b) If an Existing Spinco Credit Support Instrument Release Condition with respect to an Existing Spinco Credit Support Instrument has not been satisfied at the Equity Sale Closing Time, then, from and after the Equity Sale Closing Time, Spinco, Merger Partner, Buyer and any other applicable member(s) of the Buyer Group shall: (i) continue to use reasonable best efforts to satisfy an Existing Spinco Credit Support Instrument Release Condition with respect to such Existing Spinco Credit Support Instrument as soon as possible (but in no event later than the
(c) With respect to the Existing Spinco Credit Support Instruments identified in the table set forth in Part (A) of Schedule 1.1
Credit Support Instruments. (a) Spinco and Buyer shall each use reasonable best efforts to procure satisfaction of an Existing Spinco Credit Support Instrument Release Condition with respect to each Existing Spinco Credit Support Instrument at the Equity Sale Closing Time and Remainco and Merger Partner shall use reasonable best efforts to cooperate with Spinco and Buyer to facilitate the same. During the Pre-Closing Period, Remainco shall, as reasonably requested by Bxxxx, provide Buyer with an updated list of Existing Spinco Credit Support Instruments in the same format as the table set forth in Part (A) of Schedule 1.1(c).
(b) If an Existing Spinco Credit Support Instrument Release Condition with respect to an Existing Spinco Credit Support Instrument has not been satisfied at the Equity Sale Closing Time, then, from and after the Equity Sale Closing Time, Spinco, Merger Partner, Buyer and any other applicable member(s) of the Buyer Group shall:
(i) continue to use reasonable best efforts to satisfy an Existing Spinco Credit Support Instrument Release Condition with respect to such Existing Spinco Credit Support Instrument as soon as possible (but in no event later than the Existing Credit Support Instrument Release Deadline) and Remainco shall continue to use reasonable best efforts to cooperate with Spinco and Buyer to facilitate the same;
(ii) use reasonable best efforts to cause the applicable member of the Spinco Group or the applicable member of the Buyer Group to continue to (A) perform the Contracts or Liabilities which are guaranteed or supported by such Existing Spinco Credit Support Instrument and (B) not to renew or extend the term of, increase any Liabilities under or transfer to a Third Party any of the Contracts or other Liabilities which are guaranteed or supported by such Existing Spinco Credit Support Instrument, in each case, until the satisfaction of an Existing Spinco Credit Support Instrument Release Condition with respect to such Existing Spinco Credit Support Instrument;
(iii) in accordance with and subject to the provisions of Article III, indemnify and hold harmless each Remainco Indemnified Party against any and all Losses in relation to or arising from any claim against such Remainco Indemnified Party to the extent related to or arising under such Existing Spinco Credit Support Instrument; and
(iv) if a member of the Remainco Group is obligated to deposit cash or provide collateral in connection with such Existing Spinco Credit Support Instrument, then,...
Credit Support Instruments. Section 2.21 of the Disclosure Schedule lists all indemnities, surety bonds, letters of credit or similar assurances or credit support that are provided by any insurer, creditor or other third party for the benefit of or in connection with the Business or any Assumed Liability as of the date of this Agreement (“Credit Support Instruments”).
Credit Support Instruments. As of the date of this Agreement: (i) the description and listing of the Vendor Credit Support Instruments set forth in Section 3.1(s) of the Disclosure Letter is true, complete and accurate in all material respects and (ii) there are no amounts drawn under any of the Vendor Credit Support Instruments. There are no Purchased Entities Credit Support Instruments.
Credit Support Instruments. (a) As promptly as practicable following the Closing Date (but in any event within forty-five (45) days), the Purchaser shall use its reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Seller and its Affiliates (other than the Target Companies), from and after the Closing, from any guarantees, surety bonds or similar instruments set forth on Schedule 6.16(a) of the Disclosure Schedules (the “Credit Support Instruments”), including effecting such release by providing substitute guarantees, surety bonds, indemnities, cash collateral or other credit support pursuant to documentation reasonably satisfactory in form and substance to the Seller (in the case of the Credit Support Instruments). The Seller shall cooperate reasonably with the Purchaser in order to obtain such releases and substitutions, as applicable.
(i) The Purchaser shall indemnify and hold harmless the Seller and its Affiliates from any Losses arising from or relating to any such Credit Support Instrument on or after the Closing Date, (ii) the Purchaser shall not take or omit to take, or cause to be taken or not to be taken, any action, to do or omit to do, or cause to be done or not to be done, anything that would or would reasonably be expected to increase the actual or contingent Liability of the Seller or any of its Affiliates, as applicable, pursuant to the terms of any Credit Support Instrument, and (iii) subject to Section 6.16(a), at any time on or following the Closing Date, the Seller and its Affiliates shall have the right to terminate, or to cause the termination of, each Credit Support Instrument, as applicable, in respect of which such termination is permitted by the Seller or its Affiliates, as applicable, in accordance with its terms.
(c) All costs and expenses incurred in connection with the substitution or release of the Credit Support Instruments pursuant to this Section 6.16 shall be paid by the Purchaser.
Credit Support Instruments. (a) At or prior to the Closing, the Purchaser shall, or shall cause one or more of its Affiliates to, use its reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Sellers and their Affiliates (other than the Companies and the Company Subsidiaries), from and after the Closing, from any guarantees, letters of credit, surety bonds or similar instruments set forth on Section 5.10 of the Disclosure Schedule and any other guarantees, letters of credit, surety bonds or similar instruments entered into in the ordinary course between the date hereof and the Closing Date by a Seller or any of its Affiliates (other than the Companies and the Company Subsidiaries) in connection with the operation of the Business (the “Credit Support Instruments”), including effecting such release by providing substitute guarantees, letters of credit, surety bonds, indemnities, cash collateral or other credit support. The Sellers shall cooperate reasonably with the Purchaser in order to obtain such releases and substitutions. All costs and expenses incurred in connection with such releases and substitutions shall be shared equally between the Sellers, on the one hand, and the Purchaser, on the other hand.
Credit Support Instruments. Seller shall, and shall cause its Affiliates to, maintain in effect any guarantees, letters of credit, performance bonds, sureties and/or similar assurances of payment issued by or in the name of Seller or any of its Affiliates for or on behalf of the Company in connection with any customer or supplier Contracts or proposals or other business requirements of the Company (the “Credit Support Instruments”) outstanding as of the Closing for three months following the Closing. The Company shall provide replacement Credit Support Instruments (issued instead by or in the name of Parent or the Company) and terminate the related Credit Support Instrument issued by or in the name of Seller or any of its Affiliates outstanding as of the Closing and shall reimburse Seller or such Affiliate for any amounts required by Seller or such Affiliate to be paid following the Closing Date on the Credit Support Instruments outstanding as of the Closing until terminated.
