Replacement of Letters of Credit. On the Closing Date or Designation Date, as applicable, each agreement governing the letters of credit referred to clauses (a) and (b) above that constitute Letters of Credit hereunder (other than, for the avoidance of doubt, the Letter of Credit itself) shall be deemed superseded and replaced in its entirety by the provisions of this Agreement and, if applicable, as such provisions may be modified by any Letter of Credit Acknowledgment with regard to such Letters of Credit.
Replacement of Letters of Credit. Unless otherwise agreed to in writing by Seller, Buyer shall use its best efforts to arrange, prior to the Closing, for replacement arrangements (which shall include a full and complete release of Seller and its Affiliates, other than the Company), including, to the extent required, guarantees, surety bonds and letters of comfort, reasonably satisfactory to Seller with respect to all surety bonds, letters of credit and other borrowings or other contractual obligations of the Business which are set forth on Schedule 5.9. In the event that, despite Buyer’s best efforts, Buyer and is unable to effectuate such replacement arrangements with the counter parties to such obligations, then upon the Closing, Buyer and its Subsidiaries shall provide the Seller and Seller-Related Parties with an indemnity reasonably acceptable to Seller and Seller-Related Parties, indemnifying and holding harmless Seller and Seller-Related Parties from and against any and all liabilities, costs, losses, damages and/or expenses which Seller and Seller-Related Parties may suffer as a result of their continuing liability on such guarantees, surety bonds, covenants, indemnities, letters of credit and other borrowings or other contractual obligations.
Replacement of Letters of Credit. If at any time the Village determines that the bank issuing either the Performance Security or the Guaranty Security is without capital resources of at least $50,000,000, is unable to meet any federal or state requirement for reserves, is insolvent, is in danger of becoming any of the foregoing, or is otherwise in danger of being unable or unwilling to honor the security or letter of credit at any time during its term, or if the Village otherwise reasonably deems itself to be insecure, then the Village shall have the right to demand that Developer provide a replacement letter of credit from a bank satisfactory to the Village. Such replacement letter of credit shall be deposited with the Village not later than 20 days following such demand. Upon such deposit, the Village shall immediately surrender the original letter of credit to Developer. Failure to provide such a replacement letter of credit shall be grounds for the Village to draw down the entire remaining balance of the Performance Security and the Guaranty Security.
Replacement of Letters of Credit. The Guarantors acknowledge that, pursuant to the Reimbursement Agreement, the Borrower has agreed to replace the Letters of Credit with one or more Alternate Credit Facilities or Qualified Credit Facilities (as such capitalized terms are defined in the applicable Financing Agreements) on or before April 1, 1992, notwithstanding the stated expiration dates of the Letters of Credit.
Replacement of Letters of Credit. Within five (5) Business Days after the Effective Date, Purchaser will obtain the release and surrender to Seller of the $300,000 Materials Storage Standby Letter of Credit dated December 8, 1998, issued to the account of the Company for the benefit of Xxxx Companies US, Inc. (the "$300,000 LOC") and the $500,000 Materials Storage Standby Letter of Credit dated January 12, 1999, issued to the account of the Company for the benefit of Xxxx Companies US, Inc. (the "$500,000 LOC" together with the $300,000 LOC, collectively referred to herein as the "Letters of Credit"), or make such other arrangements as are satisfactory to Seller, in its sole discretion.
Replacement of Letters of Credit. As promptly as practicable, and in any event, no later than five (5) Business Days following the Closing Date, the Purchaser shall, and shall cause its Affiliates to, take or cause to be taken all actions necessary to replace any and all letters of credit issued by or on behalf of the US Seller or any of its Affiliates in relation to any of the Transferred Contracts or otherwise in relation to the Business and shall use its commercially reasonable efforts to have any such Letters of Credit issued by or on behalf of the US Seller or any of its Affiliates returned to the US Seller, including by causing to be issued to the holder of the Letter of Credit a replacement Letter of Credit or, at the option of the Purchaser, by providing guarantees or other credit support to any such holder. All costs and expenses incurred in connection with the replacement of Letters of Credit under this Section 5.23 shall be borne by the Purchaser.
Replacement of Letters of Credit. Set forth on Schedule 8.12 is a list of all letters of credit posted by or on behalf of the Seller in connection with the Business. The Buyer agrees that it will replace each letter of credit on or prior to the Closing Date with letters of credit issued by the Buyer's lenders and cause Seller's letters of credit to be returned to the Seller at Closing or in the alternative the Buyer will supply a back-to-back letter of credit to Seller's issuer. The Buyer agrees to indemnify and hold harmless the Seller from and against any losses incurred by the Seller after the Closing in connection with, or in any way relating to, the Buyer's failure to replace the letters of credit listed on Schedule 8.12 or failure to issue a back-to-back letter of credit.
Replacement of Letters of Credit. On or prior to the Closing, the Buyer shall replace (a) the Letters of Credit issued by Midland Bank plc on behalf of the Company in favor of (i) Travelers Insurance Company and (ii) TKC III LLC, on behalf of Shaftesbury Insurance Company in favor of Chubb & Sons, Inc., and on behalf of Remco America, Inc. in favor of National Union Fire Insurance Company; (b) the Letters of Credit issued by Barclays Bank plc on behalf of Shaftesbury Insurance Company in favor of (i) Employer's Insurance of Wausau, (ii) Travelers Indemnity Company of Illinois and (iii) Pacific Employers Insurance Company and (c) all other letters of credit that may be issued in connection with the business of the Company and its Subsidiaries following the date hereof. Such replacement letters of credit shall be satisfactory in all respects to the beneficiaries thereof. Notwithstanding the foregoing, the aggregate amounts under the letters of credit referred to in this Section 6.21 (other than letters of credit issued in connection with any Claim) and the guaranties referred to in Section 6.22 (other than any guaranty issued in connection with any Claim) shall not exceed $28 million.
Replacement of Letters of Credit. Prior to the Closing, Buyer shall (i) make arrangements to obtain as of the Closing Date one or more letters of credit to replace each of the existing letters of credit set forth on Schedule 8.3 (and any replacements thereof obtained by the Company prior to the Closing), such replacement letters of credit to be in a form and substance acceptable to the intended beneficiaries thereof and (ii) use its commercially reasonable efforts to obtain the release of the letters of credit set forth on Schedule 8.3 (or any replacements thereof obtained by the Company prior to the Closing) from the beneficiaries thereof, such release to take effect as of the Closing Date or cash collateralize such letters of credit until such letters of credit shall be so released by the beneficiaries thereof.
Replacement of Letters of Credit. Buyer acknowledges and agrees that on or prior to the Closing that it shall replace all Company Letters of Credit with replacement letters of credit of Buyer’s financial institutions and, if required by the beneficiaries of such Company Letters of Credit, bonds, indemnity agreements, cash collateral and similar items (collectively, the “Replacement Letters of Credit”), which, in each case, shall be acceptable to the beneficiaries of such Company Letters of Credit and be effective to cause the release of Sellers and their financial institutions from any and all liabilities related to such Company Letters of Credit.
