Letters of Credit and Guaranties Sample Clauses

Letters of Credit and Guaranties. (a) Buyer shall (and shall cause its Affiliates, as applicable, to) take all actions necessary to ensure that, effective as of the Closing, (i) Seller and its applicable Affiliates (other than the Acquired Companies) shall be released from all Credit Support Obligations and (ii) substitute arrangements, if required by any beneficiary of any Credit Support Obligation, procured by Buyer or any of its Affiliates shall be in effect, including substitute letters of credit, guarantees or similar credit support from a financial institution or guarantor (as applicable) in accordance with the underlying Contract requiring such Credit Support Obligations. (b) The actions set forth in this Section 6.07 shall be taken by Buyer at Buyer’s cost and expense, and Seller shall reasonably cooperate with Buyer in connection therewith, including by working together with Buyer to seek consents to change in control from the issuers of the Bonds so that such Bonds may remain in full force and effect after the Closing without Liability to Seller; provided, that in connection with such consent to change in control, Seller and its applicable Affiliates (other than the Acquired Companies) shall be released from all reimbursement and indemnity obligations in connection with the Bonds (it being understood that (i) in no event shall Seller, any of its Affiliates or any of its or their Representatives be required to (A) make any payment, or assume any Liability or grant any other accommodation (financial or otherwise) to any beneficiary of any of the Credit Support Obligations or any other Person in connection therewith) or (B) maintain in full force and effect any Credit Support Obligation from and after the Closing and (ii) nothing herein shall relieve Buyer of its obligations under Section 6.07(a) if such consents to change in control and such release from reimbursements or indemnity obligations of such Bonds are not obtained. Buyer shall not initiate first contact with any beneficiary of Credit Support Obligation to be replaced, which contact shall be facilitated by Seller as soon as reasonably practicable following Xxxxx’s request therefor. In addition, Buyer shall provide Seller with an opportunity to participate in any subsequent substantive discussion with any such beneficiary and, at the reasonable request of Seller, shall include Seller in any material correspondence with such beneficiary relating to the replacement of such Credit Support Obligation or the transactions contemp...
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Letters of Credit and Guaranties. Schedule 2.25 lists all letters of credit and guaranties to which any Company Party is a party, without regard to any minimum dollar amount.
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Letters of Credit and Guaranties. Xxxxxx 00 days of the Effective Time, Seller will terminate the letters of credit and guaranties that are listed on Schedule 6(g) and Buyer shall assume all obligations to post or replace such letters of credit, surety bonds and guaranties as the counterparties thereto require and otherwise cooperate and assist with the termination of such letters of credit and guaranties.
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Letters of Credit and Guaranties. Schedule 2.25 lists all letters of credit and guaranties to which any Company Party or, to the Seller's Knowledge, Atlantic is a party, without regard to any minimum dollar amount.
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Letters of Credit and Guaranties. The Buyer shall (and shall cause its Affiliates to) (i) use commercially reasonable efforts to ensure that as of the Closing the Seller Group shall be released from all Credit Support Obligations set forth on Schedule 6.13; and (ii) ensure that as of the Closing substitute arrangements, if required by any beneficiary of any Credit Support Obligation, procured by the Buyer or any of its Affiliates shall be in effect, including substitute letters of credit, guarantees or similar credit support. If any Credit Support Obligations on Schedule 6.13 are not released as of the Closing and cannot otherwise be terminated effective as of the Closing: (i) the Buyer shall, and shall cause the applicable Target Company to use their reasonable best efforts after the Closing, at their sole expense, to cause Seller and its Affiliates to be released from such Credit Support Obligation after the Closing; and (ii) Buyer shall cause the applicable Target Company to indemnify and hold harmless Seller and any of its Affiliates against any liabilities that Seller or any of its Affiliates suffer, incur or are liable and actually pay after the Closing to the extent arising out of or in consequence of any claim or demand for payment made on Seller or any of its Affiliates with respect to any Credit Support Obligation arising out of such Target Company’s operations after the Closing. Sellers shall, and shall cause their Affiliates to, reasonably cooperate with Buyer in connection with the obligations set forth in this Section 6.13.
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Letters of Credit and Guaranties. (a) Buyer shall (and shall cause its Affiliates to) take all actions reasonably necessary to ensure that, effective as of the Closing, (i) such Seller and its applicable Affiliates (other than the Acquired Companies) shall be released from all Credit Support Obligations and (ii) substitute arrangements, if required by any beneficiary of any Credit Support Obligation, procured by Buyer or any of its Affiliates shall be in effect, including substitute letters of credit, guarantees or similar credit support. (b) The actions set forth in Section 7.06(a) shall be taken by Buyer at its own cost and expense, and any applicable Sellers shall use commercially reasonable efforts to cooperate with Buyer in connection therewith, including by facilitating discussions with any beneficiary of any Credit Support Obligations (it being understood that in no event shall any Seller, any of their Affiliates or any of their Representatives be required to make any payment or assume any Liability or grant any other accommodation (financial or otherwise) to any beneficiary of any of the Credit Support Obligations or any other Person in connection therewith).
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Related to Letters of Credit and Guaranties

  • Existing Letters of Credit On and after the Closing Date, the Existing Letters of Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to Sections 3.3(a) and (b), reimbursement of costs and expenses to the extent provided herein and for purposes of being secured by the Collateral, a Letter of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement (which shall control in the event of a conflict).

  • New Letters of Credit So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

  • Terms of Letters of Credit At the time of issuance or amendment, the amount, form, terms and conditions of each Letter of Credit (or amendment thereto as applicable), and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is thirty (30) days prior to the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the earlier of (x) the date that is thirty (30) days prior to the Revolving Termination Date and (y) the date one year after the current expiration date of such Letter of Credit. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Revolving Lenders no later than fifteen (15) days (or such shorter period as agreed to by the Administrative Agent and the applicable Issuing Bank) prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date fifteen (15) days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least $50,000 (or such lesser amount as may be acceptable to the applicable Issuing Bank, the Administrative Agent and the Borrower).

  • Requesting Letters of Credit (a) Borrower must make written application for any Letter of Credit or amendment or extension of any Letter of Credit at least 5 Business Days (or such shorter period as LC Issuer may in its discretion from time to time agree) before the date on which Borrower desires for LC Issuer to issue such Letter of Credit. By making any such written application, unless otherwise expressly stated therein, Borrower shall be deemed to have represented and warranted that the LC Conditions described in Section 2.9 will be met as of the date of issuance of such Letter of Credit. Each such written application for a Letter of Credit must be made in writing in the form customarily used by LC Issuer, the terms and provisions of which are hereby incorporated herein by reference (or in such other form as may mutually be agreed upon by LC Issuer and Borrower). (b) If Borrower so requests in any applicable LC Application, LC Issuer may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit LC Issuer to prevent any such extension at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by LC Issuer, Borrower shall not be required to make a specific request to LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, Lenders shall be deemed to have authorized (but may not require) LC Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Termination Date; provided, however, that LC Issuer shall not permit any such extension if (i) LC Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.9 or otherwise), or (ii) it has received notice (which notice may be by telephone or in writing) on or before the day that is 5 Business Days before the Non-Extension Notice Date (1) from Administrative Agent that Majority Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing LC Issuer not to permit such extension. (c) Two Business Days after the LC Conditions for a Letter of Credit have been met as described in Section 2.9 (or if LC Issuer otherwise desires to issue such Letter of Credit earlier), LC Issuer will issue such Letter of Credit at LC Issuer’s office in Denver, Colorado. If any provisions of any LC Application conflict with any provisions of this Agreement, the provisions of this Agreement shall govern and control. Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of Borrower, Borrower shall be obligated to reimburse LC Issuer hereunder for any and all drawings under such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of such Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. (e) Unless otherwise agreed by Administrative Agent, each LC Issuer shall report in writing to Administrative Agent (i) on or prior to each Business Day on which such LC Issuer issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the currencies and face amounts of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), it being understood that such LC Issuer shall not effect any issuance, renewal, extension or amendment resulting in an increase in the aggregate amount of the Letters of Credit issued by it without first obtaining written confirmation from Administrative Agent that such increase is then permitted under this Agreement, (ii) on each Business Day on which such LC Issuer makes any payment under any draw made under any Letter of Credit, the date, currency and amount of such payment, (iii) on any Business Day on which Borrower fails to reimburse any Matured LC Obligation required to be reimbursed to such LC Issuer on such day, the date of such failure and the currency and amount of such Matured LC Obligation, and (iv) on any other Business Day, such other information as Administrative Agent shall reasonably request as the Letters of Credit issued by such LC Issuer.

Most Referenced Clauses

Most Referenced Definitions