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Letters of Credit hereunder (other than, for the avoidance of doubt, the Letter of Credit itself) shall be deemed superseded and replaced in its entirety by the provisions of this Agreement and, if applicable, as such provisions may be modified by any Letter of Credit Acknowledgment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. If at any time the Village determines that the bank issuing either the Performance Security or the Guaranty Security is without capital resources of at least $50,000,000, is unable to meet any federal or state requirement for reserves, is insolvent, is in danger of becoming any of the foregoing, or is otherwise in danger of being unable or unwilling to honor the security or letter of credit at any time during its term, or if the Village otherwise reasonably deems itself to be insecure, then the Village shall have the right to demand that Developer provide a replacement letter of credit from a bank satisfactory to the Village. Such replacement letter of credit shall be deposited with the Village not later than 20 days following such demand. Upon such deposit, the Village shall immediately surrender the original letter of credit to Developer. Failure to provide such a replacement letter of credit shall be grounds for the Village to draw down the entire remaining balance of the Performance Security and the Guaranty Security.
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 *** Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED by Markit Ltd. 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 followi...
Replacement of Letters of Credit. The Guarantors acknowledge that, pursuant to the Reimbursement Agreement, the Borrower has agreed to replace the Letters of Credit with one or more Alternate Credit Facilities or Qualified Credit Facilities (as such capitalized terms are defined in the applicable Financing Agreements) on or before April 1, 1992, notwithstanding the stated expiration dates of the Letters of Credit.
Replacement of Letters of Credit. At the written request of Enron, cause the Letters of Credit to be replaced with other letters of credit which qualify as Debt Service Credit Support.
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 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. 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. 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
