Replacement of Credit Support. (a) Time shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX or any other member of the TWX Group for the benefit of Time or any other member of the Time Group (“TWX Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX Credit Support Instruments”), with alternate arrangements that do not require any credit support from TWX or any other member of the TWX Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof) indicating that TWX or such other member of the TWX Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that (i) in the event that Time shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms of the Credit Support Agreement shall also govern all Surviving TWX Credit Support Instruments.
(b) TWX shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all Credit Support Instruments provided by Time or any other member of the Time Group for the benefit of TWX or any other member of the TWX Group with alternate arrangements that do not require any credit support from Time or any other member of the Time Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Time or such other member of the Time Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior ...
Replacement of Credit Support. If a Credit Support Document for a Party expires during the Term, the Party which provided such Credit Support Document shall provide a replacement Credit Support Document which is to the satisfaction of the other Party before the expiry of such Credit Support Document. If the Credit Rating of a Party's Credit Support Provider is withdrawn or downgraded below the Credit Rating specified in Section B of Part I (Individual Terms), such Party shall provide the other Party within five (5) Business Days a Credit Support Document which is to the satisfaction of the other Party from another Credit Support Provider with such Credit Rating or a higher Credit Rating.
Replacement of Credit Support. (a) GroceryCo shall use reasonable best efforts to arrange, at its cost and expense and effective at or prior to the Distribution, the replacement of all Credit Support Instruments to the extent relating to the GroceryCo Business and provided by or through any member of the SnackCo Group for the benefit of any member of the GroceryCo Group (the “GroceryCo Credit Support Instruments”) with alternate arrangements that do not require any credit support from any member of the SnackCo Group, and shall use reasonable best efforts to obtain from the beneficiaries of such GroceryCo Credit Support Instruments written releases indicating that the applicable member of the SnackCo Group will, effective upon the Distribution, have no liability with respect to such GroceryCo Credit Support Instruments. In the event that GroceryCo is unable to obtain any such alternative arrangements for any GroceryCo Credit Support Instrument prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such GroceryCo Credit Support Instrument.
(b) SnackCo shall use reasonable best efforts to arrange, at its cost and expense and effective at or prior to the Distribution, the replacement of all Credit Support Instruments to the extent relating to the SnackCo Business and provided by or through any member of the GroceryCo Group for the benefit of any member of the SnackCo Group (the “SnackCo Credit Support Instruments”) with alternate arrangements that do not require any credit support from any member of the GroceryCo Group, and shall use reasonable best efforts to obtain from the beneficiaries of such SnackCo Credit Support Instruments written releases indicating that the applicable member of the GroceryCo Group will, effective upon the Distribution, have no liability with respect to such SnackCo Credit Support Instruments. In the event that SnackCo is unable to obtain any such alternative arrangements for any SnackCo Credit Support Instrument prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such SnackCo Credit Support Instrument. SnackCo shall not be required to take, and shall not take, any of the actions described in the first sentence of this Section 2.7(b) in connection with the SnackCo Credit Support Instrument listed on Schedule 2.7(b), which will survive the Distribution.
Replacement of Credit Support. The Parties understand that none of the Credit Support, if any, posted by Seller or any Affiliate thereof with or for the benefit of any Governmental Authority or third Person and relating to the Assets will be transferred to Purchaser. On or before Closing, Purchaser shall obtain, or cause to be obtained in the name of Purchaser, replacements for such Credit Support as is necessary for Purchaser to own and, if applicable, operate the Assets, and shall cooperate in good faith with Seller to assist Seller in causing, effective as of the Closing, the cancellation or return to Seller of the Credit Support posted by Seller or its Affiliates; provided, however, that if, as of the Closing Date, Purchaser is unable to (a) obtain replacements of any such Credit Support and/or (b) the cancellation of or return to Seller of any such Credit Support, then, Purchaser shall indemnify and reimburse Seller for any costs, expenses or other Damages paid or incurred by Seller under or pursuant to such Credit Support resulting from the ownership or operation of the any of the applicable Assets from and after the Closing Date until such time as Purchaser is able to obtain such replacements of such Credit Support and/or the cancellation of or return to Seller of any such Credit Support, as applicable, following the Closing Date.
Replacement of Credit Support. (a) (i) BNED shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through B&N or any other member of the B&N Group for the benefit of BNED or any other member of the BNED Group (“B&N Credit Support Instruments”), other than any of the B&N Credit Support Instruments set forth on Schedule 3.01(a) (the “Surviving B&N Credit Support Instruments”), with alternate arrangements that do not require any credit support from B&N or any other member of the B&N Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original B&N Credit Support Instrument to the originating bank and such bank’s confirmation to B&N of cancelation thereof) indicating that B&N or such other member of the B&N Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to B&N; provided, however, that (i) in the event that BNED shall not have obtained all such releases on or prior to the Distribution Date, Section 3.02 shall govern all such unreleased B&N Credit Support Instruments and (ii) Section 3.02 shall also govern all Surviving B&N Credit Support Instruments.
Replacement of Credit Support. The minimum rating of the Credit Support Provider shall be:
Replacement of Credit Support. (a) Valvoline shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Separation Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through Ashland Global or any other member of the Ashland Global Group for the benefit of Valvoline or any other member of the Valvoline Group (“Ashland Global Credit Support Instruments”) with alternate arrangements that do not require any credit support from Ashland Global or any other member of the Ashland Global Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Ashland Global Credit Support Instrument to the originating bank and such bank’s confirmation to Ashland Global of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that Ashland Global or such other member of the Ashland Global Group will, effective upon the consummation of the Separation, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Ashland Global.
(b) Ashland Global shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Separation Date, the replacement of all Credit Support Instruments provided by or through Valvoline or any other member of the Valvoline Group for the benefit of Ashland Global or any other member of the Ashland Global Group with alternate arrangements that do not require any credit support from Valvoline or any other member of the Valvoline Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Valvoline Credit Support Instrument to the originating bank and such bank’s confirmation to Valvoline of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that Valvoline or such other member of the Valvoline Group will, effective upon the consummation of the Separation, have no liability with respect to such Credit Support Instruments, in each...
Replacement of Credit Support. (a) AOL shall use reasonable best efforts to arrange, at its sole cost and expense and effective as early as possible prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX or any other member of the TWX Group for the benefit of AOL or any other member of the AOL Group (“TWX Credit Support Instruments”) with alternate arrangements that do not require any credit support from TWX or any other member of the TWX Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof) indicating that TWX or such other member of the TWX Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that in the event that AOL shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments.
Replacement of Credit Support. (a) Except for the surety bonds, cash, letters of credit or other similar instruments described in Section 6.01(f)(ii), BHS shall use reasonable efforts to arrange, at its sole cost and expense, effective prior to or on the Distribution Date, to replace all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support provided by Brink’s or any other member of the Brink’s Group for the benefit of BHS or any other member of the BHS Group (“Credit Support Instruments”) with alternate arrangements that do not require any credit support from Brink’s or any other member of the Brink’s Group, and shall use reasonable efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Brink’s or such other member of the Brink’s Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Brink’s, provided that in the event that BHS shall not have obtained all such releases on or prior to the date that is 90 days following the Distribution Date, BHS shall provide Brink’s with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Brink’s, against losses arising from all such Credit Support Instruments with respect to which such releases have not been obtained.
(b) Brink’s shall provide BHS with written notice of all Credit Support Instruments a reasonable period prior to the Distribution.
Replacement of Credit Support. Seller and Purchaser shall cooperate and use their respective reasonable best efforts to arrange for replacement arrangements, effective as of the Closing, for all guarantees, covenants, indemnities, surety bonds, letters of credit, comfort letters or similar assurances of credit support provided by Seller or any of its Affiliates (other than the Company) for the benefit of the Company or the Business that are in existence as of the Closing set forth on Section 3.20 of the Seller Disclosure Schedule, and shall use their respective reasonable best efforts to obtain releases indicating that Seller and its Affiliates (other than the Company) have no liability with respect thereto, in each case, reasonably satisfactory to Seller. If any of the foregoing guarantees, covenants, indemnities, surety bonds, letters of credit, comfort letters or similar assurances of credit support have not been released as of the Closing Date, Seller and Purchaser shall use their respective reasonable best efforts after the Closing Date to cause any of the foregoing to be released; provided, that, Purchaser shall indemnify and hold harmless Seller and its Affiliates (other than the Company) from and against any Losses suffered or incurred by them after the Closing Date in respect to the Company in connection with any of the foregoing guarantees, covenants, indemnities, surety bonds, letters of credit, comfort letters or similar assurances of credit support. The foregoing shall not require Purchaser to assume any liability or incur expense in connection with exercising such reasonable best efforts that Purchaser is not otherwise obligated to assume or incur hereunder.
