Seller Credit Support. Within five (5) Business Days after execution of this Agreement, Seller shall deliver to T&D Base Security that equals the Base Security Amount. At any time during the Term of this Agreement Seller shall deliver to T&D credit support in a form that meets the definition of Replacement Security, within five (5) Business Days of Seller’s receipt of T&D’s request therefor, in an amount equal to Seller’s Exposure.
Seller Credit Support. (a) Credit Support Amount.
Seller Credit Support. Purchaser shall cause all guaranties, letters of credit, documents and instruments constituting the Seller Credit Support to be terminated effective as of the Closing, and shall cause all original documents comprising the Seller Credit Support to the returned to the Sellers on the Closing Date.
Seller Credit Support. Seller shall provide on the date of this Agreement, and cause to be maintained until the delivery of the first invoice pursuant to Article IX of this Agreement, a Seller Guarantee in an amount equal to $5,000,000. Buyer is relying on the legal, valid, binding and enforceable nature of the Seller Guarantee as an essential inducement and consideration for entering into this Agreement.
Seller Credit Support. No later than ten (10) Business Days after the Signing Date, Seller shall provide either: (a) a Seller Guaranty from an Acceptable Guarantor in form and substance reasonably satisfactory to Purchaser; (b) a Seller Letter of Credit in form and substance, and from an issuer, reasonably satisfactory to Purchaser; or (c) a cash escrow deposited with a financial institution reasonably acceptable to Purchaser and subject to the collateral security arrangements as are reasonably acceptable to Purchaser, in an amount equal to [ ]% of the Contract Price to secure the obligations of Seller under this Agreement. This amount shall be increased to the Contract Price as of the Closing Date stepping down (on a dollar-for-dollar basis) as the Contract Price is paid through the Final Completion Date. Seller shall have the right in its sole discretion to post a Seller Letter of Credit or a Seller Guaranty (or a combination thereof) for its security posting obligations under this Section 16.1 so long as such security meets the requirements for such security set out in this Article 16. If Seller elects to provide a letter of credit, it shall be an irrevocable standby letter of credit, in form and substance acceptable to Purchaser, from a Qualified Issuer. The letter of credit must be issued for a minimum term of three hundred sixty (360) Days. Seller shall cause the renewal or extension of the letter of credit for additional consecutive terms of three hundred sixty (360) Days until the Expiration Date. Each extension or renewal shall occur no later than forty-five (45) Days prior to each expiration date of the then current letter of credit. If the letter of credit is not renewed or extended as required herein, Purchaser shall have the right to draw immediately upon the letter of credit and to place the amounts so drawn, at Seller’s cost and with Seller’s funds, in an interest bearing escrow account, until and unless Seller provides a substitute form of security meeting the requirements of this Agreement in the form of an irrevocable standby letter of credit. 44
Seller Credit Support. During the Pre-Closing Period, each of the Seller and the Purchaser shall cooperate and use commercially reasonable efforts to, with effect from the Closing, terminate or cause to be terminated, or cause Purchaser or one of its Affiliates (including the Holding Companies or the Company Subsidiaries) to be substituted for the Seller or any of its Affiliates (other than the Holding Companies or any Company Subsidiary) with respect to the Holding Companies and the Company Subsidiaries (including any guarantee or credit support provided by, or any letter of credit, performance bond or surety posted by, the Seller or any of its Affiliates or any third-party on behalf thereof), including those set forth in Section 6.06 of the Seller Disclosure Letter (collectively, the “Seller Credit Support”), including by Purchaser providing, with effect from the Closing, substitute guarantees, furnishing letters of credit, instituting escrow arrangements or posting surety or performance bonds with terms that are at least as favorable to the counterparty as the terms of the applicable Seller Credit Support. In the case of the failure to do so by the Closing Date, then each of Seller and Purchaser shall continue to cooperate and use commercially reasonable efforts as described in the preceding sentence, and from and after the Closing the Purchaser shall indemnify, defend and hold harmless each of the Seller and its applicable Affiliates from and against, and shall pay and reimburse each of the Seller and its applicable Affiliates for, any and all Liabilities incurred or sustained by, or imposed upon, the Seller and its applicable Affiliates to the extent arising out of any failure of the Purchaser to obtain any return or unconditional release with respect to any Seller Credit Support. From and after the Closing, the Purchaser shall not, and shall not permit any of its Affiliates to, extend or renew any Contract containing or underlying any Seller Credit Support unless, prior to or concurrently with such extension or renewal, the Purchaser, the Holding Companies or any Company Subsidiary is substituted in all respects for the Seller and any of its Affiliates, and the Seller and its Affiliates are released from any Liability under such Seller Credit Support.
Seller Credit Support. (a) Within five (5) Business Days after execution of this Agreement, Seller shall provide Buyer with a Letter of Credit issued by a Qualified Institution, substantially in the form attached hereto as Appendix C. The Letter of Credit or a replacement Letter of Credit shall be maintained in at least the following amount: $50/kW (“Seller’s Credit Support Amount”). The Seller shall be required to maintain the Seller’s Credit Support Amount until such time as the Seller obtains an Investment Grade Credit Rating at which time the Seller’s Credit Support Amount shall be cancelled and returned to the Seller. However, if at any time after the Seller obtains an Investment Grade Credit Rating, (i) the Credit Rating of Seller is lowered by S&P below BBB- and/or by Moody’s below Baa3, as applicable, or (ii) Seller fails to maintain a Credit Rating with at least one of S&P or Moody’s and such failure is continuing, then Seller shall be required to provide the Seller’s Credit Support Amount to Buyer within five (5) Business Days of a request by Buyer to be held as security for Seller’s obligations under this Agreement.
Seller Credit Support. (i) Notwithstanding anything to the contrary herein, prior to the Closing, Seller may not enter into, renew or extend any Seller Credit Support that is material to the Business individually or in the aggregate on term and conditions (not including the amount of the Seller Guarantee) that are materially less favorable to the guarantor than the forms of those Seller Guarantees that are set forth in Section 4.16(a)(ix) or Surety Bonds that are set forth in Section 4.16(a)(x), respectively of the Company Disclosure Schedule; provided that Surety Bonds issued on form documents from nationally recognized surety issuers are expressly permitted.
Seller Credit Support. There are no guaranties, letters of credit, bonds, security deposits, and other surety obligations and evidence of financial capacity in respect of the Refinery or the Asset other than the Seller Credit Support Arrangements set forth on Schedule 7.07. No counterparty to or beneficiary of any Seller Credit Support Arrangement has drawn on or otherwise sought to enforce its rights under such Seller Credit Support Arrangement.
Seller Credit Support. As set forth in Section 2.2 (a) hereof, in the event the Closing Date occurs after the Execution Date, simultaneous with the execution and delivery of this Agreement, Buyer shall deliver to Seller the Seller Credit Support. In the event that all of the conditions set forth in Section 7.1 have been satisfied or waived, Seller indicates that it is ready to proceed with the Closing and Buyer fails to consummate the Closing at the time contemplated by Section 2.3, then Seller shall be entitled to instruct the Escrow Agent to disburse the Seller Credit Support as provided in Section 1.3 of the Escrow Agreement.
