Performance Bonds and Guarantees Clause Samples
Performance Bonds and Guarantees. (a) Subject to Sections 5.3(b) and (c), at the Closing, Purchaser shall deliver to Seller back-up performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (collectively, “Back-Up Bonds and Guarantees”), in an aggregate principal amount equal to the amount outstanding on the Closing Date and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser itself), in each case reasonably satisfactory to Seller, to collateralize any performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (collectively, “Performance Bonds and Guarantees”) given by SPX or any of its direct or indirect Subsidiaries (other than a ▇▇▇▇▇▇ Entity) in respect of the ▇▇▇▇▇▇ Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which SPX or any of its direct or indirect Subsidiaries (other than a ▇▇▇▇▇▇ Entity) will have any liability after the Closing. Not later than ten (10) days prior to the Closing, Seller shall preliminarily advise Purchaser, and not later than two (2) business day prior to the Closing, Seller shall advise Purchaser in writing of the Performance Bonds and Guarantees to be collateralized pursuant to this Section 5.3.
(b) To the extent any Performance Bonds and Guarantees required to be collateralized in accordance with Section 5.3(a) were not included in the written notice delivered to Purchaser pursuant to Section 5.3(a), Purchaser shall use its best efforts to collateralize any such Performance Bonds and Guarantees with Back-Up Bonds and Guarantees as promptly as practicable following, and in any event within ten days of receipt by Purchaser of, notification of the existence of any such Performance Bonds and Guarantees.
(c) Notwithstanding Sections 5.3(a) and (b), Purchaser shall not be obligated to collateralize any Performance Bonds and Guarantees to the extent that the aggregate amount of such Performance Bonds and Guarantees exceeds, in the aggregate $1,500,000, but shall reimburse Seller for any liability incurred by Seller in respect of any such Performance Bonds and Guarantees within ten (10) days of receipt by Purchaser of notification that Seller has incurred any such liability accompanied by evidence reasonably acceptable to Purchaser that Seller has incurred such liability.
(d) After the Closing, Purchaser may replace any Performance Bonds and Guarantees with new...
Performance Bonds and Guarantees. Delivery to the Administrative Agent of evidence that all performance bonds, guarantees or similar items required by the Gaming Sub-Concession Contract or the Land Concession Contract then in effect have been provided to Macau SAR, and the Arrangers and the Administrative Agent shall be reasonably satisfied with such performance bonds, guarantees or similar items, the terms and providers thereof and the status of the recourse to the Loan Parties in respect thereof.
Performance Bonds and Guarantees. From the date hereof until the Closing or the earlier termination of this Agreement, Buyer and Seller will cooperate and use commercially reasonable efforts to (a) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations (collectively, “Replacement Credit Support Arrangements”) to replace (i) any Seller Guarantees outstanding as of the date hereof and (ii) any Seller Guarantees entered into in the ordinary course of business during the period from the date hereof with Buyer’s express written consent or (b) allow for Buyer to assume all obligations under each Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Seller Guarantees, in each case to be effective at the Closing; provided that (x) Buyer shall not be obligated to assume any liabilities or other obligations or enter into any Replacement Credit Support Arrangements with respect to any Seller Guarantee on terms or conditions less favorable to Buyer than those of the applicable Seller Guarantee to be replaced or assumed or in a form or amount different than the applicable Seller Guarantee and (y) Buyer shall not be obligated to enter into any Replacement Credit Support Arrangement with respect to the guarantee by EnPro Industries Inc. (“EnPro”) included in the Agreement dated as of December 11, 2019 by and among MAN Energy Solutions SE, MAN Energy Solutions France, Buyer and EnPro (the “MAN Guarantee”). To the extent the beneficiary or counterparty under any Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee or other obligation proffered by Buyer and with respect to the MAN Guarantee, Buyer and the Company will, jointly and severally, (A) indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Seller Guarantees following the Closing, including Seller’s and its Affiliates’ expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and will in any event promptly reimburse Seller and its Affiliates to the extent any Seller Guarantee is called upon follow...
Performance Bonds and Guarantees. (a) Subject to Section 5.2(b), at the Closing, Purchaser shall deliver to SPX replacement (or, to the extent the beneficiary thereof will not permit replacement, back-up) performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (“Guarantees”), in an aggregate principal amount and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser or one of its Affiliates), in each case reasonably satisfactory to SPX, to replace (or, to the extent required, as described above, to collateralize) any Guarantees given by any Service Solutions Company in respect of the Service Solutions Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which any Member of the SPX Group will have any liability after the Closing. Not later than 15 days prior to the Closing, SPX shall preliminarily advise Purchaser, and not later than five Business Days prior to the Closing, SPX shall advise Purchaser, in writing of the Guarantees to be replaced or collateralized pursuant to this Section 5.2.
(b) To the extent any Guarantees required to be replaced or collateralized in accordance with Section 5.2(a) were not included in the written notice to Purchaser, Purchaser shall use its reasonable best efforts to replace or collateralize any such Guarantees as promptly as practicable following notification of the existence of any such Guarantees.
Performance Bonds and Guarantees. To the maximum extent possible the Company will obtain any necessary bank guarantees, performance bonds and the like required for the ordinary course of its business, supported by the security of its assets, without the need for guarantor or other support from the Shareholders. Subject to the foregoing, and if required by a unanimous resolution of the Board, the Shareholders shall join in supporting the Company in procuring adequate performance bonds, bank guarantees (other than guarantees of the Company's borrowings), and the like from reputable trading banks as required by the Company's customers, and shall share in the liabilities, costs and expenses of such support as follows: - as to 30% of liabilities, costs and expenses - BTI; - as to 15% of liabilities, costs and expenses - Castella; - as to 55% of liabilities, costs and expenses - Secure.
Performance Bonds and Guarantees. The Contractor shall on the execution of this Contract provide to the Employer whichever of the following the Contract Particulars state as being required:
Performance Bonds and Guarantees. 7.1 Prior to the Commencement Date and forthwith upon request by the Council, the Service Provider shall ensure that the bank or insurance company who has executed the Bond Undertaking will execute and deliver to the Council a Bond in the form appended to that Undertaking.
7.2 If by the Commencement Date the Council has not requested the Service Provider to procure such a bond, then the Council shall deduct the amount of the premium for the Bond (referred to in the Bond Undertaking) from the first payment it makes to the Service Provider.
7.3 If applicable, prior to the Commencement Date and forthwith upon request by the Council, the Service Provider shall procure that the Service Provider’s ultimate holding or parent company will execute and deliver to the Council a Deed of Guarantee in the form appended to that Undertaking.
7.4 In the event of a change in the Service Provider's ultimate holding or parent company during the period of the Contract, the Service Provider shall notify the Council and shall immediately ensure that the new ultimate holding or parent company enters into a Deed of Guarantee in the same form as the previous holding or parent company and that a copy of the deed will be sent to the Authorised Officer within fourteen (14) Calendar Days.