Release of Credit Support. Transpower is to release any credit support provided by the Customer under clause 2 (including repaying to the Customer the balance of any cash bond and any interest under clause 6(d)) within 10 Business Days from the date of:
(a) the Customer having obtained an Acceptable Credit Rating and providing notice to Transpower that it has obtained an Acceptable Credit Rating;
(b) the Customer providing alternative credit support that meets the requirements of this Schedule in substitution for credit support provided by the Customer under clause 2; or
(c) this Agreement terminating and all amounts due under this Agreement on the part of the Customer being paid.
Release of Credit Support. Each of the parties will use its reasonable best efforts to obtain the unconditional release of (a) Exxxxxx and its Subsidiaries (other than the Exxxxxx Contributed Subsidiaries) from each of the guarantees, letters of credit, financial assurances, surety bonds, performance bonds or other contractual obligations (each, a “Credit Support Instrument”) to the extent relating to the Echo Business or otherwise relating to the Exxxxxx Contributed Assets, including effecting such release through Newco’s provision of guarantees or other credit support or the substitution in all respects of Newco for Exxxxxx or any of its Subsidiaries (other than the Exxxxxx Contributed Subsidiaries) that is a party to any such Credit Support Instrument so that Newco or the applicable Subsidiary of Newco shall be solely responsible for the obligations of such Credit Support Instrument, and (b) Newco and the Exxxxxx Contributed Subsidiaries from each Credit Support Instrument to the extent relating to any businesses (other than the Echo Business) conducted or operated by Exxxxxx or any of its Subsidiaries (other than the Exxxxxx Contributed Subsidiaries) or otherwise relating to the Exxxxxx Excluded Assets, including effecting such release through Exxxxxx’x provision of guarantees or other credit support or the substitution in all respects of Exxxxxx for Newco or any of its Subsidiaries that is a party to any such Credit Support Instrument so that Exxxxxx or the applicable Subsidiary of Exxxxxx shall be solely responsible for the obligations of such Credit Support Instrument; provided that, in the case of each of clauses (a) and (b) above, any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to Aspen and Exxxxxx. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments shall be borne by Aspen (or, after the Closing, Newco) in the case of clause (a) above and Exxxxxx in the case of clause (b) above. From and after the Closing, (i) Newco shall indemnify Exxxxxx and its applicable Subsidiaries for any and all Damages arising from or relating to the Credit Support Instruments to the extent relating to the Echo Business or otherwise relating to the Emerson Contributed Assets and (ii) Exxxxxx shall indemnify Newco and its Subsidiaries for any and all Damages arising from or relating to the Credit Support Instruments to the extent relating to any businesses (other th...
Release of Credit Support. The remaining balance of Credit Support required under Section 16.1, if any, shall be returned (if a Seller Letter of Credit) or released (if a Seller Guaranty) to Seller at the earlier of (i) replacement by a Seller Letter of Credit or Seller Guaranty in accordance with Section 16.3, (ii) if this Agreement is terminated prior to the Closing, within fifteen (15) Business Days of the termination, and (iii) the date the obligations of Seller under this Agreement have been fully satisfied; provided, however, in either case of the preceding clause (i) or clause (ii), the Credit Support required under Section 16.1 must remain in place in an amount equal to the aggregate value of the claims by Purchaser under this Agreement made in good faith and then pending, if any, but no more than the aggregate amount required under Section 16.1, which Credit Support shall be released once the pending claims are resolved and any monies due in connection therewith have been paid to Purchaser. 47 Article 17. Purchaser and Credit Support 47
Release of Credit Support. (a) On the first Business Day of each month, the Secured Party shall calculate the Outstanding Gold Obligation Amount (any such calculation, a “Gold Obligation Calculation”) and shall provide reasonable notice to Parent of (i) any such Gold Obligation Calculation and (ii) the Outstanding Gold Obligation Amount.
(b) Upon the termination of this agreement pursuant to Section 6.07, the Secured Party shall send to the Parent the original copy of the letter of credit, or the original copy of each letter of credit, as applicable, constituting the Xxxxx Fargo L/C, accompanied by a document executed by the Secured Party, in the form required by Xxxxx Fargo for such purpose, stating that the Secured Party relinquishes all rights as a beneficiary under the Xxxxx Fargo L/C; and the Parent shall be entitled to terminate the Xxxxx Fargo L/C, the Security Interest granted by the Pledgors shall automatically, and with no further action or notice required by any party, terminate, and all of the Collateral pledged by the Pledgors (including without limitation their respective interests in the Refining Agreements) shall be automatically released from such Security Interest. In connection with such release, the Secured Party shall execute and deliver to JM a notice terminating the Refinery Pledge Agreements, a release of the Xxxxx Fargo L/C, in the form required by Xxxxx Fargo for such purpose, and such other instruments, releases or other documents as the Parent may request in connection therewith, all in accordance with the provisions of Section 4.08(c).
Release of Credit Support. 5.10.1. Prior to the Closing Date:
(a) Purchasers agree to exercise commercially reasonable efforts necessary or desirable in order to permit all Credit Support relating solely to Sellers’ obligations under the Assigned Contracts, including those provided by either or both of Avista Corporation and Avista Capital, to be terminated and released, contingent upon consummation of the transactions contemplated herein and effective as of the Effective Time upon terms and conditions currently in place with such Counterparties. In the event that Purchasers are unable to replace any such Credit Support prior to the Closing Date, Purchasers, Sellers and Avista Capital shall enter into an indemnification or reimbursement agreement whereby any such Credit Support obligations shall be assumed by Purchasers. Purchasers and Sellers shall cooperate with each other in seeking BNP Paribas’ consent to the substitution of one or more Purchasers for one or more Sellers under such Seller’s or Sellers’ outstanding letters of credit pursuant to a reimbursement or other similar arrangement. Purchase and Sale Agreement
(b) Purchasers and Sellers agree to exercise commercially reasonable efforts to transfer any rights to Pre-Paid Deposits to Purchasers.
(c) Purchasers and Sellers agree to exercise commercially reasonable efforts necessary or desirable in order to permit the assignment of their rights under any Counterparty Credit Support to Purchasers.
(d) Purchasers and Sellers agree to exercise commercially reasonable efforts to transfer any rights to Counterparty Pre-Paid Deposits to Purchasers. Each such assignment or transfer shall be contingent upon consummation of the transactions contemplated herein and effective as of the Effective Time.
5.10.2. Following the Closing Date, Sellers and Purchasers shall continue to exercise commercially reasonable efforts, in conjunction with Counterparties as necessary or appropriate, to have all remaining Pre-Paid Deposits and Counterparty Pre-Paid Deposits assigned, transferred, repaid, substituted for alternative credit or otherwise eliminated. On or before seven (7) Business Days after the Effective Time, a payment, if required, shall be made to settle any remaining Pre-Paid Deposits and Counterparty Pre-Paid Deposits equal to the total amount of remaining Pre-Paid Deposits minus the total amount of remaining Counterparty Pre-Paid deposits. If this difference is a positive number, the amount of the difference shall be paid by Purchasers ...
Release of Credit Support. (i) The letters of credit set forth on Schedule 2.8(a) hereto, as updated as of the Closing Date, shall have been released and discharged or backed by unconditional letters of credit issued by banks and in form and substance reasonably acceptable to the Sellers.
(ii) The Sellers, Pentland Group plc and any affiliate thereof (other than the Companies) shall have been released and discharged to their reasonable satisfaction from any obligations under the comfort letters and other financial support letters set forth on Schedule 2.8(b) hereto, as updated as of the Closing Date.
Release of Credit Support. After expiration or termination of this Agreement for any reason, BofA shall promptly, but in no event later than nine (9) months following such expiration or termination, return to Company any funds held in the Reserve Account or surrender the letter of credit to Company upon BofA’s determination in its sole and absolute discretion that Company has performed all of its obligations under this Agreement and there is no material risk of liability of Company under this Agreement, including for any indemnity, chargebacks or Network fines or assessments or other contingent obligation.
Release of Credit Support. With respect to each guaranty, letter of credit, indemnity, performance or surety bond or similar credit support arrangement or cash deposit issued by or for the account of Sellers or any of their Affiliates in relation to the Business set forth on Section 9.11 of the Seller Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall, or shall cause the Purchaser Designees to, obtain, prior to Funding, substitute credit support arrangements in replacement for the Support Obligations. In addition, Purchaser shall, or shall cause the Purchaser Designees to, cooperate with Sellers’ efforts to cause Sellers and their Affiliates, and, where applicable, their sureties or letter of credit issuers, to be fully released from their respective obligations under the Support Obligations, in form and substance reasonably satisfactory to Sellers. For avoidance of doubt, all cash deposits released in connection therewith shall be treated as Cash and Cash Equivalents of the Company (subject to Sellers’ obligation to leave in place any cash deposits for which Purchaser has, or has caused the Purchaser Designees to, deliver an equivalent amount, in cash, to the Escrow Agent).”
Release of Credit Support. (a) Prior to the Closing, Buyer and Seller shall cooperate, and each shall use its commercially reasonable efforts, (i) to effect the full and unconditional release, effective as of the Closing Date, of the Specified Credit Support Parties from their respective obligations under the applicable Specified Credit Support and Buyer or its Affiliate shall issue replacement credit support, effective as of the Closing Date, in form and substance satisfactory to each of the Specified Credit Support Beneficiaries as set forth on Schedule 6.7((a))(i) (the “Specified Credit Support Replacements”) and (ii) to cause the Specified Credit Support Beneficiaries to terminate, surrender and redeliver to Seller or Seller’s designee each original copy of the respective Specified Credit Support and any other instrument constituting or evidencing Seller’s or the Specified Credit Support Parties’ obligations to provide such Specified Credit Support as set forth on Schedule 6.7((a))(ii) (the “Specified Credit Support Releases”); provided, however, that no Party nor any of its Affiliates shall be obligated to pay, reimburse or provide, or cause any of their respective Affiliates to pay, reimburse or provide, any compensation, consideration or charge to obtain the Specified Credit Support Replacements and the Specified Credit Support Releases.
(b) Schedule 6.7(b) sets forth all outstanding letters of credit, guarantees or other forms of credit support posted by Seller or any of its Affiliates relating to the Companies, the Stations or the Business.
Release of Credit Support. With respect to each guaranty, letter of credit, indemnity, performance or surety bond or similar credit support arrangement or cash deposit issued by or for the account of Sellers or any of their Affiliates in relation to the Business set forth on Section 9.11 of the Seller Disclosure Schedule (collectively, the “Support Obligations”), Purchaser shall, or shall cause the Purchaser Designees to, obtain, prior to Funding, substitute credit support arrangements in replacement for the Support Obligations, and shall procure that Sellers and their Affiliates, and, where applicable, their sureties or letter of credit issuers, be fully released from their respective obligations under the Support Obligations, in form and substance reasonably satisfactory to Sellers. For avoidance of doubt, all cash deposits released in connection therewith shall be treated as cash or Cash Equivalents of the Company.
