Surety Arrangements. (a) The Members acknowledge that (i) as of the date of this Agreement, there are outstanding Surety Arrangements provided by the Members or their Affiliates prior to the date of this Agreement that relate to the Barrick Contributed Assets or the Newmont Contributed Assets that have not been released or discharged, as described on attached Schedule K (each a “Legacy Surety Arrangement”), and (ii) the Legacy Surety Arrangements are subject to Section 5.15 of the Implementation Agreement, governing the substitution of such Legacy Surety Arrangements with Surety Arrangements provided by the Nevada JV or the implementation of alternative arrangements in the event substitution of any Legacy Surety Arrangement is not so substituted within one year following the date of this Agreement.
(b) Notwithstanding Section 5.4(a), if any Surety Arrangements are required by any Governmental Authority, the Members (and, if required by such Governmental Authorities, the applicable Parents) shall, to the extent such Surety Arrangements are not provided solely by Nevada JV, undertake obligations, or enable Nevada JV to undertake obligations, required to provide such Surety Arrangements (each a “New Member Surety Arrangement”), in each case in proportion to their respective Proportionate Interests. The portion of the New Member Surety Arrangement underwritten or provided by each Member (or, if applicable, its respective Parent) shall be adjusted to reflect any changes in the Proportionate Interests of the Members and to enable substitution of Nevada JV as the obligor to the extent permitted by applicable Legal Requirements, and each Member (and, if applicable, its respective Parent) agrees to cooperate and take such actions as are necessary to enable and ensure the same (including providing joint written directions required by or notices to any applicable Governmental Authorities notifying such Governmental Authorities of any changes in the Proportionate Interests of the Members).
(c) It is the intention of the Members that the Members will bear, directly or indirectly, in proportion to their Proportionate Interests, (i) all out-of-pocket costs and expenses incurred by each Member and Affiliate of any Member that is the obligor in respect of any Legacy Surety Arrangement or New Member Surety Arrangement (an “Obligated Party”) that are reasonably required to maintain in place any Legacy Surety Arrangement or New Member Surety Arrangement in accordance with its terms, including but...
Surety Arrangements. The Acquiror acknowledges the list of Surety Arrangements set forth on Schedule 5.09(c) to the Parent's Disclosure Letter. The Acquiror agrees to use all commercially reasonable efforts prior to the Closing Date to substitute the credit of the Acquiror or a Subsidiary of the Acquiror for that of the Parent or the Retained Subsidiary of the Parent in each such Surety Arrangement, such substitution to take effect at the First Closing. The Acquiror agrees that it will, from and after the Closing Date, indemnify and hold the Parent and each Retained Subsidiary harmless from and against any and all losses, claims and damages arising from any Surety Arrangement extant at the First Closing and, to the extent that the Acquiror is not able to effect such a substitution prior to the Closing Date, the Acquiror also agrees (a) to continue to use, and to cause each Buyer to use, its commercially reasonable efforts thereafter to effect such a substitution with respect to each Surety Arrangement and (b) to provide to the Parent at the First Closing a letter of credit issued by a responsible commercial bank reasonably acceptable to the Parent against which the Parent and the Retained Subsidiaries may draw to the extent of any loss or damage they may incur or suffer as a result of being required to perform any obligations under any Surety Arrangements from and after the Closing Date.
Surety Arrangements. Schedule 4.14 describes all Surety Arrangements maintained by the Company, Seller or any Affiliate of Seller with respect to the operation, closure, Reclamation or remediation of all owned, leased or operated properties of the Company or Rock Creek, including the Hollister Mine and the Xxxxxxxxx Mine (collectively, “Seller Surety Arrangements”). The Governmental Authorities have not called on the Seller Surety Arrangements. Rock Creek does not maintain any Surety Arrangements.
Surety Arrangements. Buyer shall arrange for and provide substitute Surety Arrangements for each of the Seller Surety Arrangements in form and amount acceptable to each of the Governmental Authorities that hold or are benefitted by the Seller Surety Arrangements, to be tendered as soon as practicable after the Closing Date and in any event within 120 days of the Closing Date. Buyer shall use its commercially reasonable efforts to obtain the final release and return to Seller of the Seller Surety Arrangements within 60 days of the Closing Date.
Surety Arrangements. (a) XxXxxx will assume responsibility for providing financial assurance for the Closure Plans with regard to the Acquired Properties from and after the Closing Time.
(b) XxXxxx shall secure substitute Financial Assurance to replace the Primero Financial Assurance (the "XxXxxx Financial Assurance") at the Closing Time; provided that, if the MNDM has not provided the Required Consent and Approval to the replacement of the Primero Financial Assurance with the XxXxxx Financial Assurance at the Closing Time, the Primero Financial Assurance shall continue after the Closing Time at the sole expense of XxXxxx and subject to the terms of the Transition Services Agreement, until such Required Consent and Approval from the MNDM is obtained.
Surety Arrangements. (a) Tartisan and Legendary agree that Tartisan may, within forty-five (45) days of the Closing, provide to Legendary a request (a “Return of Financial Assurance Monies Request”) to the ENDM for the return of Legendary Financial Assurance monies held in association with the Closure Plan, including a response to comments contained in inspection reports for the property from ENDM and the Ministry of Environment, Conservation and Parks in 2017. If so provided within such time period, Legendary shall promptly submit the Return of Financial Assurance Monies Request (or authorize Tartisan to do so on its behalf) to the ENDM, and Tartisan shall provide Legendary with reasonable commercial assistance and support and enable it to address any requests or requirements of the ENDM in responding to the Return of Financial Assurance Monies Request. All reasonable costs and expenses incurred by each of Tartisan or Legendary in connection with the preparation of the Return of Financial Assurance Monies Request submissions and support of the Return of Financial Assurance Monies Request shall be borne entirely by Tartisan.
(b) If, after the Return of Financial Assurance Monies Request is submitted in accordance with Section 4.6(a) and at any time or times prior to December 31, 2019, the ENDM releases to Legendary any of the cash collateral then being held by it under the Legendary Financial Assurance, Legendary shall, without undue delay, pay over to Tartisan all such cash amounts so released and received by Legendary from the ENDM. From and after December 31, 2019, Legendary shall not have any further obligations to Tartisan under this Section 4.6(b) or otherwise with respect to the Legendary Financial Assurance and any monies released to Legendary in respect thereof.
Surety Arrangements. 47 Section 9.04. Dresser Valve Division Contracts.......................... 47 ARTICLE X MUTUAL COVENANTS
Surety Arrangements. (a) At or after the Closing Date, but for the period beginning from the Closing Date, Buyer shall indemnify and hold harmless Sellers and any of its Affiliates as third party beneficiaries from and against any and all Liabilities arising out of or in connection with any Surety Arrangements and any and all present and future obligations and Liabilities of Sellers or any of its Affiliates arising under or in connection with such Surety Arrangements, including Seller’s fees and other direct costs of carrying such Surety Arrangements, payable in arrears within ten (10) Business Days of the date of receipt of the invoice for the respective calendar quarter. Buyer shall also procure that Sellers and any of its Affiliates be fully released by the beneficiaries and issuers of the respective Surety Arrangements from any Surety Arrangements by the first anniversary of the Closing Date, it being understood that Buyer’s obligation to procure such release shall continue to exist after such period to the extent such release has not yet been achieved.
(b) As long as and to the extent Sellers and any of its Affiliates are not fully released from the Surety Arrangements by the first anniversary of the Closing Date, Buyer shall pay to Sellers a monthly fee equal to (i) Seller’s fees and other direct costs of carrying such Surety Arrangements, plus (ii) a monthly fee equal to 50 basis points per annum of the nominal amount guaranteed in respect of each such Surety Arrangement outstanding as of the last day of each calendar month, payable quarterly in arrears within ten (10) Business Days of the date of receipt of the invoice for the respective calendar quarter. For each year after the Closing Date commencing on the second anniversary of the Closing Date, the amount of the monthly fee in clause (ii) of the immediately preceding sentence shall increase (per year) by 50 basis points per annum.
(c) For the avoidance of doubt, with effect as of Closing neither Sellers nor Sellers’s Affiliates shall have any obligation to provide new Surety Arrangements or extend any existing Surety Arrangements nor to assume or extend any obligations or liabilities in connection with any of the Surety Arrangements.
Surety Arrangements. Schedule 4.11 describes all Surety Arrangements maintained by the Seller or any Affiliate of the Seller including with respect to the operation, closure, Reclamation or remediation of the Properties (collectively, Seller Surety Arrangements).
Surety Arrangements. During the Interim period, the Seller shall exercise commercially reasonable efforts to arrange for substitute Surety Arrangements or transfer thereof for Buyer for each of the Seller Surety Arrangements in form and amount acceptable to each of the Government Entities that hold or are benefitted by the Seller Surety Arrangements (the Buyer Surety Arrangements). As expeditiously as possible following Closing, the Seller shall take all actions necessary to implement the Buyer Surety Arrangements and obtain the final release of the Seller Surety Arrangements.
