Release from Credit Support Instruments Sample Clauses

Release from Credit Support Instruments. At or prior to the Contribution Closing, Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, secure the unconditional release, as of the Contribution Closing Date, of any NRGY Entity from the credit support instruments set forth in Schedule 5.19 of the Contributor Disclosure Schedule (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and Acquirer shall use reasonable best efforts to, and shall cause its Affiliates to use reasonable best efforts to, be substituted in all respects for each NRGY Entity that is party to the Credit Support Instrument, so that the Suburban Entities shall be solely responsible for the obligations of such Credit Support Instrument, only with respect to the Acquired Assets and the Propane Business, from and after the Contribution Closing Date; provided, however, that in no event shall reasonable best efforts require Acquirer or its Affiliates to agree (a) to make any payment to obtain such release (other than ordinary processing or administrative fees), (b) to change the terms of any Contract to which such credit support applies in any manner that is adverse to Acquirer or any of its Affiliates or (c) to any restriction in the operations of their respective businesses. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments shall be borne by Acquirer. To the extent Acquirer is unable to obtain release for any Credit Support Instrument prior to the Contribution Closing, Acquirer shall indemnify the NRGY Entities for any and all Losses arising from or relating to the Credit Support Instruments, other than Losses arising from Retained Propane Business Liabilities and the Other Retained Liabilities. In the event that any Credit Support Instrument has not been terminated and the applicable NRGY Entity has not been released as of the Contribution Closing Date, such NRGY Entity shall be permitted to terminate such Credit Support Instrument as promptly as possible under the terms of such Credit Support Instrument; provided, however, that the termination of such Credit Support Instrument does not result in termination or a material change to the Contract to which such credit support applies, except in connection with the end of any primary or renewal term of any such Contract or Credit Support Instrument. Nothing in this Section 5.19 shall be deemed to releas...
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Release from Credit Support Instruments. Regency shall use commercially reasonable best efforts to, and shall cause its Affiliates to use commercially reasonable best efforts to, secure the unconditional release, as of the Closing Date, of Contributor and its Affiliates from the credit support instruments set forth in Schedule 5.21 to the extent, but only to the extent, that such instruments provide credit support to any of the Acquired Companies (the “Acquired Companies Credit Support”), including effecting such release by providing guarantees or other credit support for obligations of the Acquired Companies, and Regency shall use commercially reasonable best efforts to, and shall cause its Affiliates to use commercially reasonable best efforts to, be substituted in all respects for Contributor and each of its Affiliates that provide the Acquired Companies Credit Support, so that Regency shall be solely responsible for the obligations of such Acquired Companies Credit Support. Contributor shall use its commercially reasonable best efforts to assist Regency in its efforts to secure the release of the Acquired Companies Credit Support; provided that Regency’s failure to effect any such release by providing guarantees or other credit support for obligations of the Acquired Companies shall relieve Contributor from its duty to assist Regency in such efforts with respect to any such release. To the extent Regency is unable to obtain release for any Acquired Companies Credit Support as of the Closing, Regency shall indemnify Contributor and its Affiliates for any and all Losses arising from or relating to the Acquired Companies Credit Support Instruments arising after the Closing Date. In the event that any Acquired Companies Credit Support has not been terminated and Contributor or any of its Affiliates has not been released as of the Closing Date, Contributor and/or such Affiliate shall be permitted to terminate such Acquired Companies Credit Support as promptly as possible under the terms of each applicable credit support instrument.
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Release from Credit Support Instruments. Each of Purchaser and the Company shall, and shall cause its Affiliates to, use their commercially reasonable best efforts, and Seller and its Affiliates shall cooperate as reasonably necessary, to take or cause to be taken all actions necessary (including such actions as reasonably requested by Seller) to secure the prompt unconditional release of Seller and any of its Affiliates from all of the guarantees or credit support instruments of the Company or any of its Subsidiaries in existence as of the Closing Date to which Seller or any of its Affiliates is a party (the “Credit Support Instruments”). All reasonable costs and expenses incurred in connection with the release or substitution of Credit Support Instruments shall be borne by Purchaser or the Company. From and after the Closing, Purchaser or the Company shall indemnify Seller and its Affiliates for any and all Losses that such Persons incur arising from or relating to the Credit Support Instruments.
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Related to Release from Credit Support Instruments

  • Risk Management Instruments Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the Company’s own account, or for the account of one or more of the Company Subsidiaries or its or their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance with prudent practices and in all material respects with all applicable laws, rules, regulations and regulatory policies and (iii) with counterparties believed to be financially responsible at the time; and each of such instruments constitutes the valid and legally binding obligation of the Company or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in breach of any of its obligations under any such agreement or arrangement other than such breaches that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Continuing Security Interest; Assignments Under the Credit Agreement; Release (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations.

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Delivery of Instruments, Securities, Chattel Paper and Documents Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

  • Acknowledgement and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Agreement Not in Breach of Other Instruments The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement or other instrument to which the Buyer is a party or by which it is bound, the Certificate of Formation and the Partnership Agreement, any judgment, decree, order or award of any court, governmental body or arbitrator by which the Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material effect on the transactions contemplated hereby.

  • Documents, Instruments, and Chattel Paper The Borrower represents and warrants to the Agent and the Lenders that (a) all documents, instruments, and chattel paper describing, evidencing, or constituting Collateral, and all signatures and endorsements thereon, are and will be complete, valid, and genuine, and (b) all goods evidenced by such documents, instruments, and chattel paper are and will be owned by the Borrower, free and clear of all Liens other than Permitted Liens.

  • Acknowledgement and Consent to Bail-In of Affected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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