Replacement of Letters of Credit. On the Closing Date or Designation Date, as applicable, each agreement governing the letters of credit referred to clauses (a) and (b) above that constitute Letters of Credit hereunder (other than, for the avoidance of doubt, the Letter of Credit itself) shall be deemed superseded and replaced in its entirety by the provisions of this Agreement and, if applicable, as such provisions may be modified by any Letter of Credit Acknowledgment with regard to such Letters of Credit.
Replacement of Letters of Credit. Unless otherwise agreed to in writing by Seller, Buyer shall use its best efforts to arrange, prior to the Closing, for replacement arrangements (which shall include a full and complete release of Seller and its Affiliates, other than the Company), including, to the extent required, guarantees, surety bonds and letters of comfort, reasonably satisfactory to Seller with respect to all surety bonds, letters of credit and other borrowings or other contractual obligations of the Business which are set forth on Schedule 5.9. In the event that, despite Buyer’s best efforts, Buyer and is unable to effectuate such replacement arrangements with the counter parties to such obligations, then upon the Closing, Buyer and its Subsidiaries shall provide the Seller and Seller-Related Parties with an indemnity reasonably acceptable to Seller and Seller-Related Parties, indemnifying and holding harmless Seller and Seller-Related Parties from and against any and all liabilities, costs, losses, damages and/or expenses which Seller and Seller-Related Parties may suffer as a result of their continuing liability on such guarantees, surety bonds, covenants, indemnities, letters of credit and other borrowings or other contractual obligations.
Replacement of Letters of Credit. Purchaser shall have caused letters of credit to be issued and delivered that will replace the letters of credit identified in Schedule 6.19 and shall have delivered evidence thereof to Sellers; and
Replacement of Letters of Credit. If, upon Tenant’s request in connection with (or following) an initial public offering of stock (an “IPO”) in Tenant’s parent entity, Markit Group (or one of its affiliates), Tenant notifies Landlord that Tenant will pay off and terminate its credit facility (through which the Letters of Credit are provided), (i) the Primary Letter of Credit may be terminated (if it has not previously expired pursuant to Paragraph 21(b)) following the execution of a guaranty agreement (a “Guaranty”) from an entity (a “Guarantor”) and on terms that Landlord determines, in its sole discretion, provide Landlord with security not less than the security provided by the Primary Letter of Credit and (ii) the Additional Security Letter of Credit may be terminated (if it has not previously expired pursuant to Paragraph 21(b)) upon Tenant’s delivery of a cash security deposit in the then-applicable amount of the Additional Security Letter of Credit (the “Additional Security Deposit”). With respect to any Guaranty, Landlord agrees a Guaranty will provide Landlord with security not less than the security provided by the Primary Letter of Credit so long as such Guaranty is in the form attached hereto as Exhibit “J” and the Tangible Net Worth of the Guarantor is in excess of $**********. Tenant acknowledges that Landlord will require a detailed financial review of any proposed Guarantor; Tenant agrees to timely deliver all financial information requested by Landlord in connection with 44 TEXAS WITH BASE YEAR such review and cooperate with Landlord in connection therewith. Landlord’s and Tenant’s rights and obligations with respect to the Additional Security Deposit shall be the same as the parties’ rights and obligations with respect to the Security Deposit as set forth in Paragraph 2(c). Within thirty (30) days from the date that the Additional Security Letter of Credit would have expired pursuant to the terms of Paragraph 21(c), Landlord shall return to Tenant any unapplied (in accordance with the terms of Paragraph 2(c)) portion of the Additional Security Deposit. Landlord will surrender to Tenant (1) the Primary Letter of Credit at any time following the execution of the Guaranty by Guarantor and (2) the Additional Security Letter of Credit at any time following Tenant’s deposit of the Additional Security Deposit with Landlord, each in accordance with the terms of this Paragraph 21(i).
Replacement of Letters of Credit. The Borrowers hereby agree that the outstanding Letters of Credit for the account of the Restaurant LLC's shall be replaced with substitute letters of credit or other credit support acceptable to the beneficiary thereof and such Letters of Credit shall have been cancelled and delivered to the Issuing Bank not later than 60 days following the date hereof. Until the Letters of Credit shall have been cancelled and delivered to the Agent, the Agent and the Lenders shall maintain a reserve against the Borrowing Base in an amount equal to the face amount of such Letters of Credit. In the event such Letters of Credit have not been replaced, cancelled and returned to the Agent within 60 days of the date
Replacement of Letters of Credit. As promptly as practicable, and in any event, no later than five (5) Business Days following the Closing Date, the Purchaser shall, and shall cause its Affiliates to, take or cause to be taken all actions necessary to replace any and all letters of credit issued by or on behalf of the US Seller or any of its Affiliates in relation to any of the Transferred Contracts or otherwise in relation to the Business and shall use its commercially reasonable efforts to have any such Letters of Credit issued by or on behalf of the US Seller or any of its Affiliates returned to the US Seller, including by causing to be issued to the holder of the Letter of Credit a replacement Letter of Credit or, at the option of the Purchaser, by providing guarantees or other credit support to any such holder. All costs and expenses incurred in connection with the replacement of Letters of Credit under this Section 5.23 shall be borne by the Purchaser.
Replacement of Letters of Credit. The Company and Subsidiaries have obtained the letters of credit identified in Section 4.17(a)(iii) items (6), (7) and (8) of the Disclosure Schedule from the issuers (the “LC Issuers” ) described in such items (the “Letters of Credit”). The Letters of Credit and related obligations are guaranteed by Seller and its Affiliates. Buyer hereby agrees to cause the Company or one or more of the Company’ s Affiliates to provide a replacement letter of credit to the beneficiary of each such Letter of Credit and to cause each such beneficiary to deliver the original of each applicable Letter of Credit to the applicable LC Issuer for cancellation on or prior to the Closing, and Seller and the Company hereby agree to cooperate in all reasonable respects with Buyer in connection therewith.
Replacement of Letters of Credit. On or prior to the Closing, the Buyer shall replace (a) the Letters of Credit issued by Midland Bank plc on behalf of the Company in favor of (i) Travelers Insurance Company and (ii) TKC III LLC, on behalf of Shaftesbury Insurance Company in favor of Chubb & Sons, Inc., and on behalf of Remco America, Inc. in favor of National Union Fire Insurance Company; (b) the Letters of Credit issued by Barclays Bank plc on behalf of Shaftesbury Insurance Company in favor of (i) Employer's Insurance of Wausau, (ii) Travelers Indemnity Company of Illinois and (iii) Pacific Employers Insurance Company and (c) all other letters of credit that may be issued in connection with the business of the Company and its Subsidiaries following the date hereof. Such replacement letters of credit shall be satisfactory in all respects to the beneficiaries thereof. Notwithstanding the foregoing, the aggregate amounts under the letters of credit referred to in this Section 6.21 (other than letters of credit issued in connection with any Claim) and the guaranties referred to in Section 6.22 (other than any guaranty issued in connection with any Claim) shall not exceed $28 million.
Replacement of Letters of Credit. Within five (5) Business Days after the Effective Date, Purchaser will obtain the release and surrender to Seller of the $300,000 Materials Storage Standby Letter of Credit dated December 8, 1998, issued to the account of the Company for the benefit of Xxxx Companies US, Inc. (the "$300,000 LOC") and the $500,000 Materials Storage Standby Letter of Credit dated January 12, 1999, issued to the account of the Company for the benefit of Xxxx Companies US, Inc. (the "$500,000 LOC" together with the $300,000 LOC, collectively referred to herein as the "Letters of Credit"), or make such other arrangements as are satisfactory to Seller, in its sole discretion.
Replacement of Letters of Credit. The Initial Letter of Credit -------------------------------- shall expire no earlier 61 92 than the one-year anniversary of the Lease Commencement Date. On or before the 30th day prior to the expiration date of the Initial Letter of Credit and each subsequent Letter of Credit, Lessee shall deliver a replacement Letter of Credit to Lessor with the same provisions except that each new Letter of Credit shall expire no earlier than the one-year anniversary of the expiration of the previous Letter of Credit (provided that Lessee shall be deemed to have met the foregoing requirement if Lessee delivers to Lessor a document in form and substance satisfactory to Lessor which effectively extends the expiration of the existing Letter of Credit for not less than an additional year).
