Replacement of Guarantees and Letters of Credit Sample Clauses

Replacement of Guarantees and Letters of Credit. Unless otherwise agreed to in writing by PKI, Buyer shall arrange, prior to the Closing, for replacement arrangements (which shall, to the extent acceptable to any counter-party, include a full and complete release of each Seller and their respective Affiliates (other than the Acquired Companies)), including, to the extent required, guarantees and letters of comfort, reasonably satisfactory to PKI with respect to the letter of credit and related obligation of the Business listed on Schedule 4.2 attached hereto.
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Replacement of Guarantees and Letters of Credit. Unless otherwise agreed to in writing by Xxxxxx, the Buyers shall arrange, prior to the Closing, for replacement arrangements (which shall include a full and complete release of Xxxxxx and its respective Affiliates (other than the Business Subsidiaries)), including, to the extent required, guarantees and letters of comfort, reasonably satisfactory to Xxxxxx with respect to all letters of credit and other borrowings or obligations of the Business which are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Xxxxxx or any of its subsidiaries (other than the Business Subsidiaries) as of the Closing Time that are specified in Section 4.2 of the Disclosure Schedule.
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Replacement of Guarantees and Letters of Credit. Buyers shall have obtained replacement arrangements (which shall include a full and complete release of Seller and its Affiliates), of any and all guarantees, letters of credit, performance bonds or other indebtedness of Seller and/or its Affiliates relating exclusively or primarily to the NWU as set forth on Schedule 7.4, which arrangements (and evidence thereof) shall be reasonably satisfactory to Seller.
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Replacement of Guarantees and Letters of Credit. Unless otherwise agreed to in writing by Parent, Buyer shall use commercially reasonable efforts to arrange, prior to the Closing, to the extent necessary to allow for the transfer to Buyer or its designated Affiliate of the Acquired Assets and Assumed Liabilities, for replacement arrangements, guarantees and letters of comfort, reasonably satisfactory to Parent with respect to letters of credit and other borrowings or obligations of the Businesses which are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Parent or any of its Affiliates (other than the Acquired Companies or Business Subsidiaries) as of the Closing Date.
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Replacement of Guarantees and Letters of Credit. Unless otherwise agreed to in writing by PKI, Buyer shall use commercially reasonable efforts to arrange, prior to the Closing, for replacement arrangements (which shall include a full and complete release of each Seller and their respective Affiliates (other than the Business Subsidiaries)), including, to the extent required, guarantees and letters of comfort, reasonably satisfactory to PKI with respect to all letters of credit and other borrowings or obligations of the Business which are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by PKI or any of its Subsidiaries (other than the Business Subsidiaries) as of the Closing Date and listed in the Disclosure Schedule, including (a) all obligations and liabilities of PKI in connection with the Leases, except for the Lease of PKI Q-Arc at 00 Xxxxx Xxx, Xxx Xxxx, Xxxxxxxxx, Xxxxxxx, and (b) the letters of credit and other borrowings listed in the Disclosure Schedule.
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Replacement of Guarantees and Letters of Credit. Unless otherwise agreed to in writing by GB Ltd., Buyer shall use commercially reasonable efforts to arrange, prior to the Closing, for replacement arrangements, which shall, to the extent acceptable to the applicable counter-party, release the applicable Seller and its Affiliates (other than the Acquired Companies) from any future liability thereunder, with respect to the letter of credit and related obligation of the AS&O Business listed on Section 5.2 of the Disclosure Schedule.
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Replacement of Guarantees and Letters of Credit. Unless otherwise agreed to in writing by the Parties, Buyer shall use commercially reasonable efforts to arrange, and Seller shall cooperate with Buyer in connection with its efforts to arrange, prior to the Closing, for replacement arrangements in form and substance reasonably satisfactory to Buyer and Seller (which shall include a full and complete release of Seller and its Affiliates) with respect to the letters of credit and other borrowings or obligations of the Business (including guarantees of liabilities of other persons or entities issued by Seller or any of its Affiliates to the extent arising out of or relating to the Acquired Assets or the Business) which are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Seller or any of its Affiliates as of the Closing Date and identified on Schedule 4.2, including, to the extent required, replacement guarantees, credit support and letters of comfort with respect thereto. All costs and expenses incurred in connection with the release or substitution of any such guarantees or other credit support instruments shall be borne by the Party incurring such costs.
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Related to Replacement of Guarantees and Letters of Credit

  • Terms of Letters of Credit At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the Revolving Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the Revolving Termination Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”) so long as the Borrower delivers to the Administrative Agent for the benefit of the applicable Issuing Bank and the Revolving Lenders no later than 30 days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least $500,000 (or such lesser amount as may be acceptable to the applicable Issuing Bank, the Administrative Agent and the Borrower).

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

  • Use of Proceeds; Letters of Credit The Borrower will not permit the proceeds of any Advance or Letters of Credit to be used for any purpose other than those permitted by Section 5.09. The Borrower will not engage in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). Neither the Borrower nor any Person acting on behalf of the Borrower has taken or shall take, nor permit any of the Borrower’s Subsidiaries to take any action which might cause any of the Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of any Advance or Letters of Credit to purchase or carry any margin stock in violation of Regulation T, U or X.

  • Conditions to All Loans and Letters of Credit The obligations of the Lenders to make any Loan or issue any Letter of Credit is subject to the satisfaction of the following conditions precedent on the relevant borrowing or issue date, as applicable:

  • Additional Conditions to Letters of Credit If the issuance of a Letter of Credit is requested, all conditions set forth in Section 2.3 shall have been satisfied.

  • Conditions Precedent to Loans and Letters of Credit 57 Section 3.1. Conditions to Effectiveness 57 Section 3.2. Conditions to Each Credit Event 60 Section 3.3. Delivery of Documents 60

  • Conditions to Letters of Credit The issuance of any Letter of Credit hereunder (whether or not the applicable Issuing Lender is obligated to issue such Letter of Credit) is subject to the following conditions precedent:

  • New Letters of Credit So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

  • Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.

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