Letters of Credit and Guarantees. Subject to the terms of this Agreement, if the Agent agrees with a Borrower (acting on the instructions of the Issuer), the Issuer shall, at that Borrower's request (contained in a Utilisation Notice) issue one or more documentary letters of credit (each a "LETTER OF CREDIT") or Guarantees (each a "GUARANTEE"), in each case denominated in sterling or any Foreign Currency as the Issuer may agree, for that Borrower's account. The Issuer will not issue any Letter of Credit or Guarantee:
Letters of Credit and Guarantees. Rank and the Company shall use commercially reasonable efforts to cause all Rank Letters of Credit and Rank Guarantees, in each case with respect to the Company, to be canceled or terminated, as of the Commencement Date such that Rank and its Affiliates shall be released and have no further obligation or liability (contingent or otherwise) under such Rank Letters of Credit or Rank Guarantees (to the extent applicable to the Company) from and after the Commencement Date. With respect to any Rank Letters of Credit or Rank Guarantees not terminated at the Commencement Date, RCP shall use commercially reasonable efforts to replace, cash collateralize or otherwise “backstop” such Rank Letters of Credit and Rank Guarantees at or prior to the Commencement Date. Following the Commencement Date, RCP shall indemnify Rank and its Affiliates against any and all losses suffered or incurred in connection with the Company under the Rank Letters of Credit or Rank Guarantees.
Letters of Credit and Guarantees. Buyer shall, effective as of the Closing, cause the letters of credit, guarantees and other credit enhancements (other than the Letter of Credit) given by Seller and its affiliates (other than the Seller Entities) and set forth on Schedule 7.09, to the extent they relate to the Business or the Business Assets, to be replaced by letters of credit, guarantees or other credit enhancements of Buyer and its affiliates so that Seller and its affiliates (other than the Seller Entities) shall have no further obligation or liability thereunder.
Letters of Credit and Guarantees. There are no letters of credit outstanding for the account of any company of Tinet Group nor are there any guarantees granted by any company of Tinet Group for third parties whether related or not.
Letters of Credit and Guarantees. Section 5.12(a) of the Seller Disclosure Schedule sets forth a true and complete list of all guarantees, indemnities, surety bonds, letters of credit and letters of comfort obtained by Seller, Parent and their respective Affiliates (other than the Transferred Entities) obtained by Seller, Parent or such Affiliates for the benefit of the Transferred Entities (the “Letters of Credit”) (with Section 5.12(a)(i) of the Seller Disclosure Schedule setting forth all trade Letters of Credit and Section 5.12(a)(ii) of the Seller Disclosure Schedule setting forth all non-trade Letters of Credit). Without in any way affecting any obligation of Seller, Parent or any of their respective Affiliates prior to the Closing in respect thereof, Purchaser shall cause Seller, Parent and their respective Affiliates (other than the Transferred Entities) to be removed or released, effective as of the Closing in respect of all obligations of Seller, Parent and such Affiliates under each of the Letters of Credit and, to the extent commercially reasonable to achieve such removal or release, shall agree to substitute itself in the place of Seller, Parent and their respective Affiliates. Seller, Parent and their respective Affiliates shall take all actions reasonably requested by Purchaser or its Affiliates in connection with any such removal or release. Purchaser agrees to indemnify and hold Seller, Parent and their respective Affiliates harmless from and against any Losses incurred by Seller, Parent and their respective Affiliates after the Closing under or pursuant to any Letter of Credit. Notwithstanding the foregoing, Seller, Parent and their respective Affiliates shall only be removed or released, effective as of the date falling 36 months following the Closing Date in respect of all obligations of Seller, Parent and such Affiliates under each of the Letters of Credit that are described in Section 5.12(b) of the Seller Disclosure Schedule, following which the remaining terms of this Section 5.12 shall apply with respect to such Letters of Credit as if they had been removed or released effective as of the Closing. Parent and Seller shall be permitted to update Section 5.12 of the Seller Disclosure Schedule by written notice to Purchaser no more than three (3) Business Days prior to the Closing Date to reflect updates that have been incurred in the ordinary course of business consistent with past practice solely to the extent that the aggregate sum of the obligations under the Lette...
Letters of Credit and Guarantees. Buyer shall, effective as of the Closing Date or as soon as commercially practicable thereafter, cause the letters of credit, guarantees and other credit enhancements given by Coronado and its Affiliates set forth on Schedule 5.11 hereof, to the extent they relate to the Business or the Business Assets, to be replaced by letters of credit, guarantees or other credit enhancements of Buyer and its Affiliates so that Coronado and its Affiliates shall have no further obligation or liability thereunder. Buyer shall indemnify and hold Coronado and its Affiliates harmless from any and all Liabilities suffered or incurred by Coronado and its Affiliates after the Closing Date arising from or relating to such letters of credit, guarantees and other credit enhancements.
Letters of Credit and Guarantees. (a) The Purchaser agrees to use its reasonable efforts to: (i) arrange for substitute letters of credit, to replace (A) the letters of credit set forth in Section 5.13 of the Disclosure Schedule entered into by or on behalf of the Seller or any Affiliate of the Seller and outstanding as of the date of this Agreement in respect of or on behalf of any Acquired Subsidiary or the Business and (B) any letters of credit entered into by or on behalf of the Seller or any Affiliate of the Seller in respect of or on behalf of any Acquired Subsidiary or the Business in the ordinary course of business consistent with past practice on or after the date of this Agreement and prior to the Closing Date (together, the "Seller LOCs"); or (ii) assume all obligations under each Seller LOC and obtain from the creditor thereunder a full release of the Seller and its Affiliates; it being understood that the Purchaser shall not be required to pay any fees or other payments in order to obtain such release. The Purchaser further agrees that to the extent the beneficiary under any Seller LOC refuses to accept any such substitute letter of credit proffered by the Purchaser, the Purchaser shall indemnify and hold harmless the Seller for any and all costs or expenses incurred under or in connection with all such Seller LOCs, including the Seller's expenses in maintaining such Seller LOCs whether or not any such Seller LOC is drawn upon, and shall in any event promptly reimburse the Seller to the extent any Seller LOC is called upon and the Seller makes any payment thereunder.
Letters of Credit and Guarantees. Buyer shall, effective as of the Closing Date or as soon as commercially practicable thereafter, cause the letters of credit, guarantees and other credit enhancements given by Seller and its Affiliates set forth on Schedule 5.11 hereof, to the extent they relate to the Business or the Business Assets, to be replaced by letters of credit, guarantees or other credit enhancements of Buyer and its Affiliates so that Seller and its Affiliates shall have no further obligation or liability thereunder. Buyer shall bear all expenses arising after the Closing Date associated with such letters of credit, guarantees and other credit enhancements given by Seller and its Affiliates until replaced by Buyer.
Letters of Credit and Guarantees. 4.4 Subject to the terms of this Agreement, the Issuer shall, at the Borrower’s request (contained in a Utilisation Notice) issue one or more documentary letters of credit (each a “Letter of Credit”) or Guarantees (each a “Guarantee”), in each case denominated in euro or sterling, for the Borrower’s account. The Issuer will not issue any Letter of Credit or Guarantee:
Letters of Credit and Guarantees
