Release of Letters of Credit. Concurrent with the closing of this transaction, the Company will re-pay amounts outstanding under the Bank Facility such that the Bank will release letters of credit aggregating $2,000,000 provided by the Investors as collateral for the Bank Facility. The Bank shall furnish to Investors prior to closing of this transaction evidence satisfactory to Investors that the Bank shall so release such letters of credit.
Release of Letters of Credit. Purchaser shall have made arrangements reasonably satisfactory to Seller and the Stock Sellers such that all letters of credit posted on behalf of Seller or the Stock Sellers in respect of the Business will be released as of the Closing and Seller and the Stock Sellers, nor any affiliate thereof, will have no further liability in respect thereof.
Release of Letters of Credit. Prior to the Closing, the Acquirors shall use their reasonable best efforts to, effective on the Closing Date, either (a) arrange for substitute letters of credit to replace the existing letters of credit of Seller or its Affiliates (collectively, the "Released Parties") posted in favor of the Business set forth in Section 6.31 of the Seller Disclosure Letter (collectively, "Letters of Credit") or (b) assume all obligations under each such Letters of Credit, obtaining from the creditor or other counter-party a full release of the Released Parties. Following the Closing, the Acquirors shall continue to use their reasonable best efforts to terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Released Parties in respect of, all obligations of the Released Parties under any such Letters of Credit. The Acquirors shall, to the extent the beneficiary or counter-party under any Letter of Credit refuses to accept such a substitute letter of credit, (i) obtain a letter of credit on behalf of Parent or Buyer and (ii) indemnify and hold harmless the Released Parties for any Losses arising from payments under such Letters of Credit which relate to events or circumstances arising after the Closing. To the extent that any Released Party has performance obligations under any such Letter of Credit, the Acquirors shall use its reasonable best efforts to (i) perform such obligations on behalf of such Released Party or (ii) otherwise take such action as reasonably requested by Seller so as to put such Released Party in the same position as if the Acquirors, and not such Released Party, had performed or was performing such obligations.
Release of Letters of Credit. 11.1 If any obligations of any third party (including a member of the Bank Club) under any Letters of Credit or Foreign Exchange Contracts are not terminated or released as at Completion the Purchaser shall either:
11.1.1 pay or procure to be paid all indebtedness or other obligations covered by such Letter of Credit in a manner which results in such third party (including a member of the Bank Club), as applicable, being released from their whole obligations under or pursuant to such Letter of Credit; or
11.1.2 obtain and deliver to the Sellers and the Bank Club (if relevant) at Completion a letter of credit issued by a financial institution (approved by the third party (including any member of the Bank Club) acting reasonably) in favour of the third party (including any member of the Bank Club) with respect to the obligations of the Group under or in respect of each such Letter of Credit or Foreign Exchange Contract; and the Sellers shall provide such assistance as the Purchaser may reasonably require to enable the Purchaser to perform its obligations under Clauses 11.1.1 and 11.1.2 above provided that the Purchaser shall meet the Sellers’ reasonable external costs in relation to such assistance up to a maximum of £20,000 (excluding VAT) without the approval of the Purchaser and such higher amount with the Purchaser’s approval.
Release of Letters of Credit. 4.1 The Obligor shall procure the release of all Letters of Credit on or prior to the LC Release Date, upon which date the LC Bank shall release the Cash Collateral to the Payee pursuant to the terms of the LC Issuance Documents.
4.2 If the Obligor fails to procure the release of the Letters of Credit on the LC Release Date, it shall on the LC Release Date pay to the Payee in immediately available funds an amount equal to the LC Amount less any amount paid by the Obligor pursuant to Clause 3.1 and the Obligor authorises the Payee to apply all amounts paid pursuant to Clause 3.1 and this Clause 4.2 in discharge of the Payee’s obligations under the LC Issuance Documents.
4.3 If an Event of Default (as defined in the Notes) or a Withholding Tax Event (as defined in the Notes) occurs and is continuing, the Obligor shall procure the release of all Letters of Credit within ten (10) Business Days of receiving notice of such Event of Default or Withholding Tax Event, as applicable. If the Obligor fails to procure the release of the Letters of Credit in accordance with this Clause 4.3, it shall within three (3) Business Days thereafter pay to the Payee in immediately available funds an amount equal to the LC Amount less any amount paid by the Obligor pursuant to Clause 3.1 and the Obligor authorises the Payee to apply all amounts paid pursuant to Clause 3.1 and this Clause 4.3 in discharge of the Payee’s obligations under the LC Issuance Documents.
Release of Letters of Credit. All outstanding letters of credit for purchases of goods or services by, or otherwise issued for the benefit of, the Company or any Subsidiary with respect to which Seller has any obligations shall be terminated or Seller shall be unconditionally released from, or indemnified by a responsible financial institution in a form satisfactory to Seller for, all obligations with respect thereto.
Release of Letters of Credit. At or prior to Closing, Buyer shall (i) obtain letters of credit in replacement of letters of credit of Seller or any Affiliate set forth in Schedule 7.6 (the “L/C’s”), which shall be in such form and from such financial institutions satisfactory to the holder of such L/C and (ii) cause Seller or such Affiliate to be fully released, as of the Closing Date, in respect of all obligations under such L/C’s. Section 7.7
Release of Letters of Credit. Agent shall release and deliver to Borrower the Letters of Credit, subject to any notation thereon or reduction in the face amount thereof as a result of any permitted draw upon the Letters of Credit, promptly after the Paging Partners Merger Closing Date if the Paging Partners Merger Closing Date occurs on or before May 31, 1999.
Release of Letters of Credit. The Escrow Agent shall release (i) the Conning Letter of Credit remaining in the Escrow Account to Conning on the second anniversary of the Closing Date and (ii) the Individual Members' Letter of Credit remaining in the Escrow Account to Seller on the fifth anniversary of the Closing Date; provided that neither Buyer nor Seller has notified the Escrow Agent in writing prior to such second or fifth anniversary, as the case may be, of a dispute under the Purchase Agreement. In the event of such a dispute prior to such second anniversary, Conning shall either: (a) cause the Conning Letter of Credit to be extended in accordance with its terms or (b) cause a replacement letter of credit, substantially in the form of the Conning Letter of Credit to be deposited in the Escrow Account in an amount which is reasonably necessary to satisfy Conning's pro rata portion of such dispute (as determined by Buyer and Seller) (the "Post Two Year Retained Amount"), and (in the case of clause (b) above) the Escrow Agent shall release the original Conning Letter of Credit from the Escrow Account to Conning. In the event of such a dispute prior to such fifth anniversary, the Members (other than Conning Corporation) shall either:
(a) cause the Individual Members' Letter of Credit to be extended in accordance with its terms or (b) cause a replacement letter of credit, substantially in the form of the Individual Members' Letter of Credit, in an amount which is reasonably necessary to satisfy such dispute (as determined by Buyer and Seller) (the "Post Five Year Retained Amount," and together with the Post Two Year Retained Amount, the "Disputed Amounts") to be deposited in the Escrow Account, and (in the case of clause (b) above) the Escrow Agent shall release the original Individual Members' Letter of Credit from the Escrow Account to Seller. The Escrow Agent shall retain in the Escrow Account any substitute (or extended) letter of credit until the Escrow Agent receives mutual instructions pursuant to Section 6(a) or an order of a court of competent jurisdiction. Buyer and Seller shall negotiate in good faith to promptly resolve their differences. If such replacement or extended letter of credit is not so deposited in the Escrow Account, for whatever reason, at least 10 days prior to the expiration date of either the Conning Letter of Credit or the Individual Members' Letter of Credit, as applicable, Escrow Agent shall release the Conning Letter of Credit or the Individual Members'...
Release of Letters of Credit. Within three business days of being provided with both (i) written confirmation from Norit that the Releases are effective after receipt by Norit of the payments contemplated thereby and (ii) such documents necessary and required by the Issuing Institution to terminate all letters of credit comprising the Security LC and the Periodic LC (the “LC Release Documents”), the ECP Defendants and the AC Venture Defendants shall execute the LC Release Documents. Upon the execution and delivery of the LC Release Documents by all parties thereto, (a) all funds relating to the Security LC and the Periodic LC (the “LC Funds”) shall be the property of ADA or the Issuing Institution, as applicable and (b) neither the ECP Defendants nor the AC Venture Defendants shall make any claim to the LC Funds.
