Replacement of Support Obligations Sample Clauses

Replacement of Support Obligations. All Support Obligations shall be released as to Seller and its Affiliates (other than any Acquired Company) and any substitute arrangements of Buyer or its Affiliates (including the Company) required under 0(a) shall be in effect; provided, however, that in the event that the conditions set forth in this Section 8.2(b) have not been satisfied with respect to all Seller Guaranties prior to May 1, 2018, Seller shall have the right, in its sole discretion, to extend the Outside Date for thirty (30) days by providing written notice thereof to Buyer.
Sample 1
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Replacement of Support Obligations. (a) Following the date hereof, Purchaser shall use its reasonable best efforts, including offering replacement guarantees, letters of credit and surety bonds, to ensure that effective as of the Closing Date, Sellers and their respective Affiliates (other than the Acquired Companies and the JV Entities) are fully and unconditionally released from one hundred percent (100%) of the amount of, and all obligations and liabilities relating to, arising under or out of, or in connection with the guarantees, letters of credit and surety bonds listed in Section 9.01(a) of the Seller Disclosure Schedule (collectively, the “Support Obligations”). In each case such release shall be evidenced (i) with respect to any letter of credit, by Sellers’ receipt at or prior to the Closing of the original letter of credit, and (ii) with respect to any cash collateral, by Sellers’ receipt at Closing of an amount in cash equal to such cash collateral (to the extent such amount is not otherwise included in the Closing Date Cash Amount, in which case Purchaser’s obligations under this Section 9.01 in respect of such cash collateral Support Obligation shall be deemed satisfied). Purchaser shall provide (or cause to be provided) at or prior to Closing replacement guarantees, letters of credit or cash collateral, as applicable, to the beneficiaries thereof for one hundred percent (100%) of the amount of, and all obligations and liabilities relating to, such Support Obligations, in each case in form and substances acceptable to the beneficiary thereof. In the event that following the date hereof, any Seller or its Affiliate (other than the Acquired Companies) provides, in the ordinary course of business consistent with past practices or in connection with any Permitted Financing, any guaranty, letter of credit, surety bond or other credit assurances of a comparable nature for the benefit of the Acquired Companies or the JV Entities not listed as Support Obligations in Section 9.01(a) of Seller Disclosure Schedule as of the date hereof (each, an “Additional Support Obligation”), Sellers shall promptly provide Purchaser with notice thereof, together with reasonable supporting documentation, and, upon the written consent of Purchasers (such consent not to be unreasonably withheld, conditioned or delayed), such Additional Support Obligations shall be deemed Support Obligations for all purposes hereunder. (b) To the extent Sellers and their respective Affiliates (other than the Acquired Compa...
Sample 1
Replacement of Support Obligations. (a) Following the Effective Date, Buyer will use its reasonable best efforts to ensure that: (i) effective as of the Closing Date, Seller and its Affiliates (other than the Company), as applicable, shall be fully and unconditionally released from all obligations and liabilities relating to, arising under or out of, or in connection with the Seller LCs (which release shall be evidenced by Seller’s receipt at or prior to the Closing of the original Seller LC), and substitute arrangements with respect thereto shall be in effect, including by providing (or causing to be provided) a Buyer Parent Guarantee (in substantially the form attached hereto as Exhibit F-2), a letter of credit, or surety bond issued by or on behalf of Buyer or its Affiliates (in each case, pursuant to terms and conditions as would reasonably be expected to be provided in the ordinary course in the marketplace for market participants in a similar position as Buyer or its Affiliates, as applicable; provided, however, in no event shall Buyer or its Affiliates, as applicable, be obligated to provide a Buyer Parent Guarantee for which the total liability is uncapped or unlimited or which is governed by and construed in accordance with the law of any state other than the State of New York), and (ii) at or as soon as possible following the Closing Date, Seller and its Affiliates (other than the Company), as applicable, shall be fully and unconditionally released from all obligations and liabilities relating to, arising under or out of, or in connection with the Specified Outstanding Support Obligations, and substitute arrangements with respect thereto shall be in effect, including by providing (or causing to be provided) to counterparties (x) (except in the case of Outstanding Affiliated Party Contracts, which are addressed under Section 6.8) a form of release reasonably acceptable to Seller, which provides for the full and unconditional release of Seller and its Affiliates (other than Company), as applicable, from such Specified Outstanding Support Obligation, and (y) a Buyer Parent Guarantee (in substantially the form attached hereto as Exhibit F-2) issued by or on behalf of Buyer or its Affiliates (in each case, pursuant to terms and conditions as would reasonably be expected to be provided in the ordinary course in the marketplace for market participants in a similar position as Buyer or its Affiliates, as applicable; provided, however, in no event shall Buyer or its Affiliates, as applicabl...
Sample 1

Related to Replacement of Support Obligations

  • Support Obligations From and after the Closing, except as set forth in this Agreement or any other Transaction Document, Buyer will use commercially reasonable efforts to promptly (i) cause Seller, Seller’s Affiliates and all sureties to be unconditionally released in full from any liability or obligation in respect of any surety or performance bond or similar ancillary obligation or amount issued for the account of Seller or any of Seller’s Affiliates or in connection with any liability or obligation of Seller or any of Seller’s Affiliates and that is listed on Section 6.3 of the Disclosure Schedule (“Insured Bonds”), without further recourse to any such Person and (ii) replace each Insured Bond with one or more surety or performance bonds or letters of credit or other forms of security, in amounts and on terms satisfactory to the applicable Governmental Authority or other beneficiary to guarantee the reimbursement of such Governmental Authority or other beneficiary of any amounts paid by it under or in respect of the applicable Insured Bond following the Closing, which bond(s) will remain in full force and effect the underlying liability or obligation has been unconditionally released or extinguished in full. If any Insured Bond is not unconditionally released or extinguished in full at or prior to the date that is ninety (90) days after the Closing Date in accordance with the foregoing sentence, Buyer shall provide such financial assurances to Seller or the providers of such Insured Bond, as may be reasonably requested by Seller or such bond or other financial guarantee provider; provided, that following the Closing, Seller and Seller’s Affiliates will have no obligation to pay any renewal fee or premium in respect of any Insured Bond. Buyer will indemnify and hold harmless any Seller Indemnified Party from and against any Losses suffered or incurred by them in connection with any of the foregoing Insured Bonds from and after the Closing, including any expenses or fees incurred in connection with any such Insured Bond being called or terminated.

  • Credit Support Obligations (i) Delivery Amount, Return Amount and Credit Support Amount.

  • Child Support Obligation Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. If the certification is shown to be false, Contractor may be liable for additional costs and damages set out in 231.006(f).

  • Delinquent Child Support Obligations A child support obligor who is more than 30 days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25 percent is not eligible to receive payments from state funds under an agreement to provide property, materials, or services until all arrearages have been paid or the obligor is in compliance with a written repayment agreement or court order as to any existing delinquency. The Texas Family Code requires the following statement: “Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.”

  • Replacement of the L/C Issuer The L/C Issuer may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.03(m). From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement of the L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

  • Replacement of a Lender In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns]; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Permitted Contingent Obligations Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) guaranties of Permitted Debt; or (h) in an aggregate amount of $250,000 or less at any time.

  • Replacement Provider In the event the Agreement (or any portion thereof) is terminated in accordance with this Article II, the Sellers shall be responsible for engaging one or more qualified replacement providers of the Services of the Serviced Appointments that are subject to such termination (each, a “Replacement Provider”), which may be any Seller, any other member of the Seller Group or any third party acceptable to the Sellers. Upon request by the Sellers, the Purchasers shall provide the Sellers with reasonable assistance in marketing the Services subject to such termination to potential third party Replacement Providers, including by providing any information reasonably requested by the Sellers; provided, that any potential third party Replacement Provider shall have executed a customary confidentiality agreement before any confidential information of the Purchasers is disclosed by the Sellers to such potential third party Replacement Provider.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

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