Assigned Contracts; Adequate Assurance and Performance Sample Clauses

Assigned Contracts; Adequate Assurance and Performance. (a) With respect to each Assigned Contract, Buyer will use commercially reasonable efforts to deliver within twenty-four (24) hours of being declared by Sellers as the Successful Bidder information sufficient to demonstrate Buyer’s adequate assurance of the future performance by Buyer of each such Assigned Contract as required under Section 365 of the Bankruptcy Code, which information Sellers will be permitted to disseminate to any Third Party that is party to any such desired 365 Contract. (b) From and after Closing, Buyer will pay, perform or satisfy the Assumed Liabilities from time to time and as such Assumed Liabilities become due and payable or are required to be performed or satisfied in accordance with their respective terms. (c) Without limiting the provisions of Section 8.2(a), Buyer acknowledges that Sellers have no duty to maintain any bonds, letters of credit, guarantees, cash deposits and insurance to secure performance or payment under any Assigned Contracts (collectively, “Seller Credit Obligations”) after the Closing, and Buyer agrees to reasonably cooperate with Sellers in Sellers’ efforts to secure the release of any Seller Credit Obligations posted by Sellers set forth on Disclosure Schedule 8.2(c). On or before the Closing, Buyer will use commercially reasonable efforts to obtain, or cause to be obtained in the name of Buyer, replacements for the Seller Credit Obligations.
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Assigned Contracts; Adequate Assurance and Performance. (a) With respect to each Assigned Contract, Buyer will deliver within seventy- two (72) hours of approval of this Agreement by the Bankruptcy Court information it reasonably believes to be sufficient to demonstrate Buyer’s adequate assurance of the future performance by Buyer of each such Assigned Contract as required under section 365 of the Bankruptcy Code, which information Seller or if applicable, Seller’s Subsidiaries, will be permitted to disseminate to any Third Party that is a party to any 365 Contract, in each case on a confidential basis. In the event that the Bankruptcy Court determines by Final Order that Buyer cannot demonstrate adequate assurance of future performance with respect to an Assigned Contract, at Buyer’s election, such Assigned Contract shall become an Excluded Contract. (b) From and after Closing, Buyer will pay, perform or satisfy the Assumed Liabilities from time to time and as such Assumed Liabilities become due and payable or are required to be performed or satisfied in accordance with their respective terms. (c) Without limiting the provisions of Section 8.03(a), Buyer acknowledges that, neither Seller nor any Subsidiary of Seller will have any duty to maintain any bonds, letters of credit, guarantees, cash deposits or insurance to secure performance or payment under any Assigned Contracts (collectively, “Seller Credit Obligations”) after the Closing or otherwise with respect to the Business. On or before the Closing, Buyer will use commercially reasonable efforts to obtain from the creditor or other counterparty (or, in the case of letters of credit, bonds or other similar Seller Credit Obligations, the issuing bank (or similar entity) thereof) a full release (in a form and substance reasonably satisfactory to Seller) of all parties liable, directly or indirectly, for reimbursement to the creditor or issuing bank (or similar entity), as applicable, or fulfillment of other obligations to a counterparty or issuing bank (or similar entity), as applicable, under the Seller Credit Obligations (including any lenders or other financing parties participating in such letters of credit, bonds or similar Seller Credit Obligations); provided, that obtaining such releases shall not be a condition to the Closing.
Sample 1
Assigned Contracts; Adequate Assurance and Performance. (a) With respect to each Assigned Contract, Buyer will deliver within twenty-four
Sample 1
Assigned Contracts; Adequate Assurance and Performance. (a) With respect to each Assigned Contract, Buyer will deliver within twenty-four (24) hours of being declared by Seller as the Successful Bidder information it believes to be sufficient to demonstrate Buyer’s adequate assurance of the future performance by Buyer of each such Assigned Contract as required under Section 365 of the Bankruptcy Code, which information Seller or if applicable, Seller’s Subsidiaries, will be permitted to disseminate to any Third Party that is a party to any 365 Contract. In the event Buyer cannot demonstrate adequate assurance of future performance with respect to an Assigned Contract, at Buyer’s election, such Assigned Contract shall become an Excluded Contract. (b) From and after Closing, Buyer will pay, perform or satisfy the Assumed Liabilities from time to time and as such Assumed Liabilities become due and payable or are required to be performed or satisfied in accordance with their respective terms.
Sample 1

Related to Assigned Contracts; Adequate Assurance and Performance

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.

  • Payment and Performance Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. Borrower will cause each other Restricted Person to observe, perform and comply with every such term, covenant and condition.

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

  • Adequate Assurances If the Parties have so agreed in Part XI of the Schedule, the failure by a Party to give adequate assurances of its ability to perform any of its obligations under the Agreement within two (2) Business Days of a written request to do so when the other Party has reasonable grounds for insecurity shall be an Event of Default under the Agreement.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Authority to Execute and Perform Agreements Empirical and the Trust each represent that it has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its respective obligations hereunder.

  • Capacity and Performance (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

  • Adequate Assurance (a) If, in the Service Providers' reasonable opinion, one or more events have occurred that have caused or will cause a material adverse change in the Shipper's financial standing or creditworthiness (or, if the Shipper's net financial obligations under this document have been fully guaranteed or otherwise secured, one or more events have occurred that in the Service Providers' reasonable opinion have caused or will cause a material adverse change in the financial standing or creditworthiness of the guarantor or other party providing such security (each a Guarantor)) in a matter and to an extent that materially and adversely affects the Shipper's ability to perform its financial or other obligations under this document, the Service Providers may request in writing that the Shipper provide the Service Providers with one of the following (at the Service Providers’ option): (i) an irrevocable and unconditional bank guarantee; (A) in a form approved by the Service Providers; (B) issued by a financial institution approved by the Service Providers; (C) with a term expiring on a date determined by the Service Providers in their sole discretion; and (D) having a face value equivalent to the Shipper's net financial obligations under this document; (ii) cash in an amount equivalent to the Shipper's net financial obligations under this document; (iii) an irrevocable guarantee of the Shipper's financial performance under this document issued by an entity acceptable to the Service Providers and in a form and substance reasonable satisfactory to the Service Providers; (iv) a satisfactory irrevocable letter of credit in an amount equivalent to the Shipper's net financial obligations under this document, which letter of credit must be issued by a financial institution with a long term senior unsecured debt rating of at least A- by Standard & Poors, A3 by Xxxxx'x or B from Fitch ICBA (each a Letter of Credit Collateral); or (v) other arrangements satisfactory to the Service Providers; (each, an Adequate Assurance). (b) If the Shipper does not provide the Service Providers with Adequate Assurance within 7 Days of the Service Providers' request, the Service Providers may suspend the performance of any and all of their obligations under this document until the Shipper has provided the requested Adequate Assurance.

  • Portfolio Expense and Performance Data The Trust shall provide such data regarding each Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Variable Contracts (and as otherwise reasonably requested by the Company), but in no event later than 10 calendar days after the close of each Portfolio’s fiscal year: (a) The gross “Annual Portfolio Company Expenses” for each Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); (b) The net “Annual Portfolio Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4, (ii) Instruction 4 to Item 17 of Form N-4, (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Fund); and (c) The “Average Annual Total Returns” for each Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).

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