Credit Support Instruments Sample Clauses

Credit Support Instruments. Schedule 4.29 contains a true and correct list of all bonds, guaranties, letters of credit, cash collateral and other similar credit support instruments maintained by the ▇▇▇▇ ▇▇▇▇ Entities with any Governmental Authority or other third party with respect to the Assets.

Credit Support Instruments. (a) Merger Partner and Spinco shall each use reasonable best efforts to procure satisfaction of an Existing Spinco Credit Support Instrument Release Condition with respect to each Existing Spinco Credit Support Instrument at the Distribution Effective Time and Remainco shall use reasonable best efforts to cooperate with Spinco to facilitate the same. Prior to the Closing, Remainco shall, periodically and as reasonably requested by ▇▇▇▇▇▇ Partner, provide

Credit Support Instruments. Section 3.23 of the Seller Disclosure Letter sets forth each guarantee, surety bond, letter of credit, letter of comfort, bid bond, performance bond and other financial assurance arrangement or commitment (collectively, the “Credit Support Instruments”) obtained or entered into by the Company or any of its Subsidiaries for the benefit of Seller and its Non-Company Subsidiaries that are in an amount equal to or exceeding $10,000,000 individually. Section 3.23 of the Seller Disclosure Letter sets forth each Credit Support Instrument obtained or entered into by Seller or any of its Non-Company Subsidiaries for the benefit of the Company and its Subsidiaries that are in an amount equal to or exceeding $10,000,000 individually.

Credit Support Instruments. (a) Seller shall, or shall cause one of its Non-Company Subsidiaries to, use reasonable best efforts to replace or cause one of its Non-Company Subsidiaries to replace, the Company and/or its Subsidiaries, to the extent permitted by applicable Law and effective as of the Closing Date, in respect of all obligations of the Company and any such Subsidiary as obligor under any Credit Support Instruments obtained or entered into by the Company or any of its Subsidiaries for the benefit of the Seller and its Non-Company Subsidiaries (and the Company and its Subsidiaries shall be released from any such obligations) (the “Seller Credit Support Instruments”), including those Seller Credit Support Instruments set forth in Section 3.23 of the Seller Disclosure Letter. To the extent such substitution contemplated by the first sentence of this Section 5.14(a) has been effected, the Company and its Subsidiaries shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Seller Credit Support Instruments, as applicable. To the extent such substitution contemplated by the first sentence of this Section 5.14(a) in respect of the Seller Credit Support Instruments has not been effected on the Closing Date, Seller shall (x) use commercially reasonable efforts to affect such substitution as soon as practicable following the Closing, but in any event within six months thereof, and (y) promptly reimburse and indemnify, defend and hold harmless the Company and its Subsidiaries with respect to all costs and expenses in connection with any such Seller Credit Support Instruments. (b) Buyer shall use reasonable best efforts to cause the Company or one of its Subsidiaries to replace, Seller and its Non-Company Subsidiaries, to the extent permitted under applicable Law and effective as of the Closing Date, in respect of all obligations of Seller and any such Non-Company Subsidiary as obligor under any other Credit Support Instruments obtained or entered into by Seller or any of its Non-Company Subsidiaries for the benefit of the Company and its Subsidiaries (and Seller and its Non-Company Subsidiaries shall be released from any such obligations) (the “Company Credit Support Instruments”), including those Company Credit Support Instruments that are set forth in Section 3.23 of the Seller Disclosure Letter. To the extent such substitution contemplated by the first sentence of this Section 5.14(b) has been effected, Seller and its Non-Co...

Credit Support Instruments. (a) As promptly as practicable following the Closing Date (but in any event within forty-five (45) days), the Purchaser shall use its reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Seller and its Affiliates (other than the Target Companies), from and after the Closing, from any guarantees, surety bonds or similar instruments set forth on Schedule 6.16(a) of the Disclosure Schedules (the “Credit Support Instruments”), including effecting such release by providing substitute guarantees, surety bonds, indemnities, cash collateral or other credit support pursuant to documentation reasonably satisfactory in form and substance to the Seller (in the case of the Credit Support Instruments). The Seller shall cooperate reasonably with the Purchaser in order to obtain such releases and substitutions, as applicable. (i) The Purchaser shall indemnify and hold harmless the Seller and its Affiliates from any Losses arising from or relating to any such Credit Support Instrument on or after the Closing Date, (ii) the Purchaser shall not take or omit to take, or cause to be taken or not to be taken, any action, to do or omit to do, or cause to be done or not to be done, anything that would or would reasonably be expected to increase the actual or contingent Liability of the Seller or any of its Affiliates, as applicable, pursuant to the terms of any Credit Support Instrument, and (iii) subject to Section 6.16(a), at any time on or following the Closing Date, the Seller and its Affiliates shall have the right to terminate, or to cause the termination of, each Credit Support Instrument, as applicable, in respect of which such termination is permitted by the Seller or its Affiliates, as applicable, in accordance with its terms. (c) All costs and expenses incurred in connection with the substitution or release of the Credit Support Instruments pursuant to this Section 6.16 shall be paid by the Purchaser.

Credit Support Instruments. Seller shall, and shall cause its Affiliates to, maintain in effect any guarantees, letters of credit, performance bonds, sureties and/or similar assurances of payment issued by or in the name of Seller or any of its Affiliates for or on behalf of the Company in connection with any customer or supplier Contracts or proposals or other business requirements of the Company (the “Credit Support Instruments”) outstanding as of the Closing for three months following the Closing. The Company shall provide replacement Credit Support Instruments (issued instead by or in the name of Parent or the Company) and terminate the related Credit Support Instrument issued by or in the name of Seller or any of its Affiliates outstanding as of the Closing and shall reimburse Seller or such Affiliate for any amounts required by Seller or such Affiliate to be paid following the Closing Date on the Credit Support Instruments outstanding as of the Closing until terminated.

Credit Support Instruments. As of the date of this Agreement: (i) the description and listing of the Vendor Credit Support Instruments set forth in Section 3.1(s) of the Disclosure Letter is true, complete and accurate in all material respects and (ii) there are no amounts drawn under any of the Vendor Credit Support Instruments. There are no Purchased Entities Credit Support Instruments.

Credit Support Instruments. Quanta and each of its Affiliates (including the Acquired Companies and Subsidiaries), as applicable, shall have been released from and removed as parties to each of the Credit Support Instruments set forth in Section 8.01(e) of the Disclosure Schedule, in each case to the reasonable satisfaction of Quanta; and

Credit Support Instruments. (a) At or prior to the Closing, the Purchaser shall, or shall cause one or more of its Affiliates to, use its reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Sellers and their Affiliates (other than the Companies and the Company Subsidiaries), from and after the Closing, from any guarantees, letters of credit, surety bonds or similar instruments set forth on Section 5.10 of the Disclosure Schedule and any other guarantees, letters of credit, surety bonds or similar instruments entered into in the ordinary course between the date hereof and the Closing Date by a Seller or any of its Affiliates (other than the Companies and the Company Subsidiaries) in connection with the operation of the Business (the “Credit Support Instruments”), including effecting such release by providing substitute guarantees, letters of credit, surety bonds, indemnities, cash collateral or other credit support. The Sellers shall cooperate reasonably with the Purchaser in order to obtain such releases and substitutions. All costs and expenses incurred in connection with such releases and substitutions shall be shared equally between the Sellers, on the one hand, and the Purchaser, on the other hand.