Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit or guarantees, if any, set forth on Schedule 4.14 posted by any Contributing Party with any Governmental Entity or third Person and relating to the System Assets are to be transferred to the Recipient Parties. The Recipient Parties shall use commercially reasonable efforts to obtain, or cause to be obtained in the name of a Recipient Party, replacements for such bonds, letters of credit and guarantees, and shall use commercially reasonable efforts to cause, effective on or promptly after the Closing, the cancellation or return to the Contributing Parties of such bonds, letters of credit and guarantees posted by such Contributing Party, but only to the extent such replacements are necessary or required under the Contracts or by applicable Law.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit and guarantees, if any, posted by Seller with Governmental Bodies and relating to the Acquired Companies or the Pipeline Assets may be transferable to Purchaser. Promptly following Closing, Purchaser shall obtain, or cause to be obtained in the name of Purchaser, replacements for such bonds, letters of credit and guarantees, to the extent such replacements are necessary to permit the cancellation of the bonds, letters of credit and guarantees posted by Seller or to consummate the transactions contemplated by this Agreement.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the Sinking Funds set forth on Schedule A and maintained by Seller, Ridgewood or any of their Affiliates on behalf of the Companies and none of the bonds, letters of credit, cash collateral and guarantees, if any, posted by Seller, the Companies or any of their Affiliates with any Governmental Authority or third Person are to be transferred to Purchaser, and none of the Sinking Funds (including those not set forth on Schedule A, if any) are intended to be for the economic benefit of Purchaser, or, following the Closing, the Companies. On or before the Closing, Purchaser shall obtain, or cause to be obtained in the name of Purchaser, replacements for the bonds, letters of credit, cash collateral and guarantees necessary for the ownership and operation of the Companies and the Company Assets and identified in Schedule 3.30. Purchaser shall use commercially reasonable efforts to assist Seller in its efforts to cause, effective as of the Closing or after Closing if applicable, the cancellation or return to Seller of such bonds, letters of credit, cash collateral and guarantees posted (or supported) by Seller, the Companies or any of their Affiliates, and shall promptly remit the proceeds or credits associated with the release of any of the foregoing to Seller or its designee; provided that, notwithstanding the foregoing, (a) Seller acknowledges and agrees that Purchaser does not warrant that such bonds, letters of credit, cash collateral and guarantees posted (or supported) by Seller, any Company or any of their Affiliates will be cancelled or returned to Seller by the applicable third party, which cancellation or return shall be the sole responsibility of Seller or its Affiliates, and (b) subject to Purchaser’s use of commercially reasonable efforts as required by this sentence, Purchaser shall not (except as set forth in the immediately succeeding sentence and associated indemnification set forth in Section 11.2(a)(i)) be liable to any Seller Indemnified Party if any such bonds, letters of credit, cash collateral and guarantees posted (or supported) by Seller or such Affiliates are not cancelled or returned to Seller by the applicable third party. For the avoidance of doubt, if the applicable third party calls upon or draws down any such non-cancelled or unreturned bonds, letters of credit, cash collateral or guarantees posted (or supported) by Seller, the Companies or any of their Affiliates, any Damages with respect to t...
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit and guarantees, if any, listed on Schedule 3.5(c) and posted by Seller or any of its Affiliates with any Governmental Entity or third Person and relating to the Business are to be transferred to Buyer. On or before Closing, Buyer shall obtain, or cause to be obtained in the name of Buyer, replacements for such bonds, letters of credit and guarantees, to the extent such replacements are necessary to permit the cancellation of the bonds, letters of credit and guarantees posted by Seller and such Affiliates or to consummate the transactions contemplated by this Agreement.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit and guarantees, if any, posted by Seller with Governmental Entities and relating to the Assets may be transferable to Buyer. Within fifteen (15) Business Days following Closing, Buyer shall obtain, or cause to be obtained in the name of Buyer, replacements for such bonds, letters of credit and guarantees, to the extent such replacements are necessary to permit the cancellation of the bonds, letters of credit and guarantees posted by Seller or to consummate the transactions contemplated by this Agreement.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit and guarantees, if any, posted by Seller or any Affiliate of Seller with any Governmental Authority or third Person and relating to the Assets are to be transferred to Buyer. On or before the Closing, Buyer shall obtain, or cause to be obtained in the name of Buyer, replacements for the bonds, letters of credit and guarantees identified in Section 7.10 of the Disclosure Schedule, and shall cause, effective as of the Closing, the cancellation or return to Seller of such bonds, letters of credit and guarantees posted (or supported) by Seller and such Affiliates, and Seller shall provide reasonable cooperation to Buyer in connection therewith. Buyer may also provide evidence that such replacements are not necessary as a result of existing bonds, letters of credit or guarantees that Buyer has previously posted as long as such existing bonds, letters of credit or guarantees are adequate to secure the release of those posted (or supported) by Seller. Section 7.10 of the Disclosure Schedule identifies the bonds, letters of credit and guarantees posted (or supported) by Seller or any other Affiliate of Seller with respect to the Assets as of the date noted on such Disclosure Schedule, which Seller may update through the Closing Date.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, supplemental bonds, third Person indemnities, letters of credit, guarantees and other securities, if any, posted by Seller or any Affiliate thereof with or for the benefit of any Governmental Authority or third Person and relating to the Assets will be transferred to Purchaser. On or before Closing, Purchaser shall obtain, or cause to be obtained in the name of Purchaser or its designee, replacements for all bonds, supplemental bonds, third Person indemnities, letters of credit, guarantees and other securities as well as any other bonds, supplemental bonds, third Person indemnities, letters of credit, guarantees, and other securities necessary for Purchaser to own and, if applicable, operate the Assets, and shall cause, effective as of or promptly following the Closing, the cancellation or return to Seller of the bonds, supplemental bonds, third Person indemnities, letters of credit, guarantees and other securities posted by Seller or its Affiliates listed on Schedule 4.18.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, supplemental bonds, third Person indemnities, letters of credit, and guarantees, if any, posted by Sellers, or any other Affiliate of the Company, or any Affiliate thereof with or for the benefit of any Governmental Authority or third Person and relating to the Business will be transferred to, or remain outstanding for the benefit of Purchaser. On or before Closing, Purchaser (or one of its Affiliates) shall obtain, or cause to be obtained in the name of Purchaser (or one of its Affiliates), replacements for such bonds, supplemental bonds, third Person indemnities, letters of credit, and guarantees, and shall use commercially reasonable efforts cause, effective as of the Closing, the cancellation or return to Sellers (or Sellers’ applicable continuing Affiliate), of the bonds, supplemental bonds, third Person indemnities, letters of credit, and guarantees posted (or supported) by any Seller or any such Affiliates.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the cash deposits, and other sureties, indemnities, and credit assurances provided to any Governmental Authority, contract counterparty or other Person by any Seller or any Affiliates of any Seller related to the ownership or operation of the Assets, including those described on Schedule 6.6, if any (collectively, the “Seller Bonds”) shall be transferred to Purchaser. On or before Closing, Purchaser shall obtain, or cause to be obtained in the name of Purchaser all bonds or other credit assurances required under applicable Law or under any Contract, Lease or Right of Way which shall be effective as of the Closing Date.
Replacement of Bonds, Letters of Credit and Guarantees. The Parties understand that none of the bonds, letters of credit or guarantees, if any, set forth on Schedule 4.15 posted by the Seller with any Governmental Entity or third Person and relating to the DBJV Interest are to be transferred to the Buyer. The Buyer shall use commercially reasonable efforts to obtain, or cause to be obtained in the name of the Buyer, replacements for such bonds, letters of credit and guarantees, and shall use commercially reasonable efforts to cause, effective on or promptly after the Closing, the cancellation or return to the Seller of such bonds, letters of credit and guarantees posted by the Seller, but only to the extent such replacements are necessary or required under the DBJV Contracts or by applicable Law.
