Performance Bonds and Guarantees. Delivery to the Administrative Agent of evidence that all performance bonds, guarantees or similar items required by the Gaming Sub-Concession Contract or any Land Concession Contract then in effect have been provided to Macau SAR, and the Arrangers and the Administrative Agent shall be reasonably satisfied with such performance bonds, guarantees or similar items, the terms and providers thereof and the status of the recourse to the Loan Parties in respect thereof.
Performance Bonds and Guarantees. (a) Subject to Sections 5.3(b) and (c), at the Closing, Purchaser shall deliver to Seller back-up performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (collectively, "Back-Up Bonds and Guarantees"), in an aggregate principal amount equal to the amount outstanding on the Closing Date and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, Purchaser itself), in each case reasonably satisfactory to Seller, to collateralize any performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (collectively, "Performance Bonds and Guarantees") given by SPX or any of its direct or indirect Subsidiaries (other than a Kendro Entity) in respect of the Kendro Business (in each case, or xxxxxxns thereof) remaining outstxxxxxx on the Closing Date with respect to which SPX or any of its direct or indirect Subsidiaries (other than a Kendro Entity) will have any liability after the Closing. Not xxxxx than ten (10) days prior to the Closing, Seller shall preliminarily advise Purchaser, and not later than two (2) business day prior to the Closing, Seller shall advise Purchaser in writing of the Performance Bonds and Guarantees to be collateralized pursuant to this Section 5.3.
Performance Bonds and Guarantees. (a) Subject to Section 6.2(b), at the Closing, GE shall deliver to SPX replacement (or, to the extent the beneficiary thereof will not permit replacement, back-up) performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees (“Guaranties”), in an aggregate principal amount and with terms and from banks or other financial institutions or surety companies (or in the case of corporate guarantees, GE or one of its Affiliates), in each case reasonably satisfactory to SPX, to replace (or, to the extent required, as described above, to collateralize) any Guaranties given by any Member of the SPX Group in respect of the EST Business (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which any Member of the SPX Group will have any liability after the Closing. Not later than fifteen (15) days prior to the Closing, SPX shall preliminarily advise GE, and not later than five (5) Business Days prior to the Closing, SPX shall advise GE, in writing of the Guaranties to be replaced or collateralized pursuant to this Section 6.2.
Performance Bonds and Guarantees. 7.3 The Contractor shall on the execution of this Contract provide to the Employer whichever of the following the Contract Particulars state as being required:
Performance Bonds and Guarantees. 7.1 Prior to the Commencement Date and forthwith upon request by the Council, the Service Provider shall ensure that the bank or insurance company who has executed the Bond Undertaking will execute and deliver to the Council a Bond in the form appended to that Undertaking.
Performance Bonds and Guarantees. (a) Not later than ten (10) days prior to the Closing, Seller Representative shall preliminarily advise Buyer, and not later than two (2) Business Days prior to the Closing, Seller Representative shall advise Buyer in writing of all performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees given by the Seller Parties or their Affiliates remaining outstanding on the Closing Date with respect to which Seller Parties or their Affiliates may have any liability after the Closing (each, a “Closing Date Seller Guarantee” and, collectively, the “Closing Date Seller Guarantees”).
Performance Bonds and Guarantees. To the maximum extent possible the Company will obtain any necessary bank guarantees, performance bonds and the like required for the ordinary course of its business, supported by the security of its assets, without the need for guarantor or other support from the Shareholders. Subject to the foregoing, and if required by a unanimous resolution of the Board, the Shareholders shall join in supporting the Company in procuring adequate performance bonds, bank guarantees (other than guarantees of the Company's borrowings), and the like from reputable trading banks as required by the Company's customers, and shall share in the liabilities, costs and expenses of such support as follows: - as to 30% of liabilities, costs and expenses - BTI; - as to 15% of liabilities, costs and expenses - Castella; - as to 55% of liabilities, costs and expenses - Secure.
Performance Bonds and Guarantees. From the date hereof until the Closing or the earlier termination of this Agreement, Buyer and Seller will cooperate and use commercially reasonable efforts to (a) arrange for substitute letters of credit, surety bonds, Buyer guarantees and other obligations (collectively, “Replacement Credit Support Arrangements”) to replace (i) any Seller Guarantees outstanding as of the date hereof and (ii) any Seller Guarantees entered into in the ordinary course of business during the period from the date hereof with Buyer’s express written consent or (b) allow for Buyer to assume all obligations under each Seller Guarantee, obtaining from the creditor, beneficiary or other counterparty a full release (in a form reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a beneficiary or counterparty in connection with amounts drawn under the Seller Guarantees, in each case to be effective at the Closing; provided that (x) Buyer shall not be obligated to assume any liabilities or other obligations or enter into any Replacement Credit Support Arrangements with respect to any Seller Guarantee on terms or conditions less favorable to Buyer than those of the applicable Seller Guarantee to be replaced or assumed or in a form or amount different than the applicable Seller Guarantee and (y) Buyer shall not be obligated to enter into any Replacement Credit Support Arrangement with respect to the guarantee by EnPro Industries Inc. (“EnPro”) included in the Agreement dated as of December 11, 2019 by and among MAN Energy Solutions SE, MAN Energy Solutions France, Buyer and EnPro (the “MAN Guarantee”). To the extent the beneficiary or counterparty under any Seller Guarantees does not accept any such substitute letter of credit, Buyer guarantee or other obligation proffered by Buyer and with respect to the MAN Guarantee, Buyer and the Company will, jointly and severally, (A) indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, all amounts paid (including costs or expenses) in connection with such Seller Guarantees following the Closing, including Seller’s and its Affiliates’ expenses in maintaining such Seller Guarantees, whether or not any such Seller Guarantee is drawn upon or required to be performed, and will in any event promptly reimburse Seller and its Affiliates to the extent any Seller Guarantee is called upon follow...
Performance Bonds and Guarantees. (a) Prior to the Closing, the Buyer agrees to use commercially reasonable efforts to cause the Seller to be relieved of the performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees relating to the Business Unit as listed in Section 8.3 of the Seller Disclosure Schedule (or in the case of corporate guarantees, the Buyer itself), in each case reasonably satisfactory to the Seller, to replace (or, to the extent required, as described above, to collateralize) any performance bonds, surety bonds, bank guarantees, letters of credit and/or corporate guarantees given by the Seller or any of its Affiliates in respect of the Business Unit (in each case, or portions thereof) remaining outstanding on the Closing Date with respect to which the Seller or any of its Affiliates will have any liability after the Closing. To the extent that the Seller and its Affiliates are not absolutely and unconditionally relieved of all such liabilities and obligations on or prior to the Closing Date, the Buyer agrees to continue to take any and all commercially reasonable actions necessary to absolutely and unconditionally relieve the Seller and its Affiliates of all such liabilities and obligations as promptly as practicable after the Closing Date and in any event shall indemnify and hold harmless the Seller in connection with any damage or liability suffered by it in connection with any such obligation not released on or before the Closing Date, except for the Retained Liabilities.
