Continuing Support Obligations Sample Clauses

Continuing Support Obligations. (a) Purchasers shall (and shall cause its Affiliates to) make commercially reasonable efforts to ensure that, effective as of the Closing, (i) South Central Seller and its applicable Affiliates (other than the Acquired Companies) shall be released from all Support Obligations set forth on Section 7.03 of the Sellers Disclosure Schedule and (ii) substitute arrangements, if required by any beneficiary of any Support Obligation, procured by Purchasers or their Affiliates shall be in effect, including substitute letters of credit, guarantees or similar credit support, it being understood that, with respect to any Support Obligation that is a guaranty, Purchasers shall, or shall cause one of their respective Affiliates to, if requested by South Central Seller and acceptable to the beneficiary of such guaranty, assume such guaranty such that South Central Seller and its applicable Affiliates (other than the Acquired Companies) are released from all obligations thereunder. In the event that Purchasers, despite such commercially reasonable efforts, fail to cause the release of South Central Seller or its applicable Affiliates from any Support Obligation set forth on Section 7.03 of the Sellers Disclosure Schedule (the “Non-Released CSO”), then (v) Purchasers shall undertake to indemnify South Central Seller in respect of any drawing on the Non-Released CSO, (w) Purchasers shall reimburse Sellers for any out-of-pocket fees incurred by it in connection with maintaining such Non-Released CSO, (x) Purchasers shall provide to South Central Seller any back-to-back Support Obligations as Sellers may reasonably request in support of South Central Seller’s obligations with respect to the foregoing items (w) and (x), (y) Purchasers shall not assign or transfer (other than any assignment or transfer to an Affiliate of Purchasers), or enter into any amendment (other than any amendment that does not adversely affect the obligation of South Central Seller or such Affiliate under the applicable Non-Released CSO) with respect to, any Contracts containing obligations guaranteed by a Non-Released CSO, and (z) South Central Seller shall take any actions necessary to maintain the effectiveness of such Non-Released CSO for a period of at least 12 months following the Closing.
Sample 1
AutoNDA by SimpleDocs
Continuing Support Obligations. Notwithstanding anything in the PSA to the contrary, Seller hereby agrees that, as of the Closing Date, Buyer has fully complied with all of its obligations required to be performed by it on or prior to the Closing Date under Sections 6.5(b) and 6.5(c)(ii) of the PSA.
Sample 1
Continuing Support Obligations. (a) At or prior to the Closing, if the Credit Agreement Amendments will not be or are not delivered at Closing, Purchaser shall use reasonable best efforts to arrange for substitute Support Obligations to replace the Support Obligations (other than cash collateral that is reflected in the Closing Date Net Working Capital) set forth in Section 4.24 of the Seller Disclosure Schedule and any Support Obligations (other than cash collateral that is reflected in the Closing Date Net Working Capital) entered into by or on behalf of any Acquired Company in the ordinary course of business, subject to compliance with Section 6.04(s), during the period from the date of this Agreement through the Closing Date of which Purchaser is notified in writing at least ten (10) Business Days prior to the Closing Date (collectively, the “Continuing Support Obligations”).
Sample 1

Related to Continuing Support Obligations

  • Support Obligations Prior to the Closing Date, Seller and Buyer shall cooperate to, and shall each use commercially reasonable efforts to, terminate, or cause Buyer to be substituted in all respects for Seller and any of Seller’s Affiliates in respect of all obligations of Seller and any of its Affiliates under all Support Obligations (other than those Support Obligations that relate to Permits or Material Contracts that are not transferred to Buyer (or its designee) as of Closing). With respect to any Coal Support Obligation that remains outstanding after the Closing Date (until such time as such Coal Support Obligation is terminated or substituted in accordance herewith, an “Outstanding Coal Support Obligation”), (a) Buyer shall continue to use its commercially reasonable efforts to terminate, or cause Buyer to be substituted in all respects for Seller and any of its Affiliates in respect of, all obligations of Seller or any of its Affiliates under such Outstanding Coal Support Obligations; (b) Buyer shall not renew, amend or extend the terms of (in any manner that increases or extends or otherwise adversely changes the obligations of Seller or any of Seller’s Affiliates under) any Contract or other obligation for which Seller or any of its Affiliates is or would reasonably be expected to be liable under, any such Outstanding Coal Support Obligations unless Seller and all of Seller’s Affiliates are completely released from all Support Obligations and other liability under such Contracts; and (c) Seller shall and, if applicable, shall cause its Affiliates to, maintain each such Outstanding Coal Support Obligation until (1) its termination in accordance with its terms, (2) substitution has been effected or (3) its termination in accordance with the immediately succeeding sentence. After Closing, if a draw occurs under an Outstanding Coal Support Obligation as the result of an event of default by Buyer or its Affiliates, and Seller (or Seller’s Affiliate, as applicable) pays an amount equal to or greater than $500,000 in connection therewith, then Seller (or Seller’s Affiliate, as applicable) shall be entitled to terminate such Outstanding Coal Support Obligation upon at least five (5) Business Days’ prior written notice to Buyer; provided, that all applicable notice and cure periods under the Contract to which such Outstanding Coal Support Obligation relates shall have expired; provided further, that Buyer shall not have reimbursed Seller (or Seller’s Affiliate, as applicable) for such payment. The provisions of this Agreement notwithstanding, in no event shall any Outstanding Coal Support Obligation remain outstanding after the termination of the underlying Contract relating to such Outstanding Coal Support Obligation, and Seller (or Seller’s Affiliate, as applicable) may terminate any such Outstanding Coal Support Obligation as of the date of such termination of such Contract.

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

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Agreement to Assume Obligations The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

  • Debt; Contingent Obligations No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

  • Additional Obligations of the Company The Company shall:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Reimbursement Obligations of the Borrower The Borrower agrees to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as provided in this clause (e) (or any such payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

  • Reasonable and Continuing Obligations Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope. The terms and duration are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Agreement. Executive further acknowledges that the consideration for this Section 6 is his employment or continued employment. Executive will not be paid any additional compensation during this Restricted Period for application or enforcement of the restrictive covenants contained in this Section 6.

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.