By the ESCO Sample Clauses

By the ESCO. Each of the following events or conditions shall constitute an "Event of Default" by ESCO: (1) any representation or warranty furnished by ESCO in this Agreement was false or misleading in any material respect when made; (2) any material failure by ESCO to perform or comply with the terms and conditions of this Agreement, including breach of any covenant contained herein except that such failure, if corrected or correction begun within thirty (30) days after written notice by the ISSUER to ESCO demanding that such failure to perform be cured, shall be deemed cured for purposes of this Agreement if completed within a reasonable period of time; provided that the operation of the Premises shall not be materially adversely affected (other than temporary conditions arising from ESCO’s efforts to cure any such breach or failure) and provided further that, unless approved in writing by ISSUER, ESCO shall not have the right to change the standards of comfort (except as may otherwise be permitted in this Agreement) to avoid or cure an Event of Default by ESCO; (3) any lien or encumbrance is placed upon the Equipment by any subcontractor, laborer, supplier or lender of ESCO and not paid or bonded over within thirty (30) business days after the ESCO receives written notice thereof; (4) the filing of a bankruptcy petition whether by ESCO or its creditors against ESCO which proceeding shall not have been dismissed within ninety (90) days of its filing, or an involuntary assignment for the benefit of all creditors or the liquidation of ESCO; (5) Any change in ownership or control of ESCO that results in ESCO not being qualified to do business in North Carolina; or (6) failure by ESCO to pay any amount due ISSUER, including any amount owed by ESCO to ISSUER under the terms hereof, for more than thirty (30) days after written notice by ISSUER that the ESCO is delinquent in making payment and provided that no ISSUER Event of Default, as provided in Section (dd)(i) hereof, has occurred and is continuing at such time.
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By the ESCO. The ESCO may terminate this Agreement prior to the completion of the Energy Audit and Report or subsequent to the scheduled completion of the Energy Audit and Report if: (i) The ESCO determines that it cannot guarantee a minimum savings in energy costs through the implementation of an energy performance contracting project at the Buildings and or Facilities; or The ESCO determines that even though it can guarantee a savings in energy costs, that the amount would be insufficient to cover the costs associated with performing this Audit, installing energy conservation measures and related training, maintenance and monitoring services. In the event the ESCO terminates the Agreement pursuant to Article 4 A (i) or (ii) the ISSUER shall not be obligated to pay any amount to the ESCO for services performed or expenses incurred by the ESCO in performing the Energy Audit and preparing the Report required under this Agreement. The ESCO shall provide the ISSUER with any Audit documents (preliminary notes, reports or analysis) which have been produced or prepared prior to the effective date of the termination. The ESCO will return any documents or information provided by the ISSUER. Termination under this article shall be effective upon the ISSUER’s receipt of written notification from the ESCO stating the reason for the termination and all documents which support termination as prescribed herein.
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Related to By the ESCO

  • Repudiation and rescission of agreements A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

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  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • By Agreement if the Distributor and the Retailer agree to the proposed change they will promptly sign a written variation to this agreement documenting the change, and this agreement will be deemed to have been changed on the date the variation is signed by the Distributor and Retailer or on such other date as specified in the variation; and

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

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