Compliance with Agreements and Subordination Sample Clauses

Compliance with Agreements and Subordination. (a) City agrees to pay, keep, observe, and perform all payments, terms, covenants, conditions and obligations under any Bonds, debentures, loans, and other financing and security agreements (collectively, the “Debt Instruments”) to which City is bound, or may in the future be bound, in connection with its ownership or lease of the Facilities. TSJ agrees that it shall not knowingly take any action that would cause or constitute a breach by City under any of the Debt Instruments. (b) This Agreement is subject and subordinate to all of the Debt Instruments which may now or at any time hereafter affect the Facilities in whole or in part; provided, however, City shall have delivered a copy of the Debt Instruments to TSJ and, if the terms of the Debt Instruments materially increase TSJ’s obligations hereunder, or materially decrease TSJ’s rights or economic benefits hereunder, TSJ shall have the right to terminate this Agreement on 90 days written notice delivered to City within 30 days after first receiving a copy of any new Debt Instrument. This clause shall be self-operating, and no further instrument of subordination shall be required. In confirmation thereof, upon City’s request through the Contract Administrator, and subject to TSJ’s right to terminate this Agreement, TSJ agrees to promptly execute such further assurances and documents as may be reasonably required by City or any beneficiary or holder of any such Debt Instruments. Notwithstanding the foregoing, if required by City, or any such beneficiary or holder, TSJ shall execute, upon demand of City or any such beneficiary or holder, subordination instruments to such Debt Instruments. (c) TSJ agrees to perform, discharge and comply with the obligations of City expressly set forth in the continuing contracts relating to the Facilities of which TSJ has been advised, in each case effective from and after the Effective Date. TSJ further agrees to perform, discharge, and comply with all obligations under any agreements which TSJ is authorized to enter into in connection with its management of the Facilities as expressly provided in this Agreement, subject to the terms of SECTION 8.4 below. TSJ shall provide City with copies of or access to any and all such continuing contracts, subject to redacting any information identifying a T-26492.002\1086141 -25- 133\1100388.5 user of the Facilities to the extent required by the subject agreement or contract.
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Related to Compliance with Agreements and Subordination

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • Compliance with Agreement Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

  • Compliance with Obligations Buyer must have performed and complied with all its covenants and obligations required by this Agreement to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Compliance with ADA The Company and its subsidiaries and each Real Property are currently in compliance with all presently applicable provisions of the Americans with Disabilities Act, as amended, except for any such non-compliance that would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

  • Compliance with Agreements, Laws, Etc It shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document to which it is a party and its Constituent Documents and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents to which it is a party and its Constituent Documents, except, in the case of this clause (v), where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Applicable Laws The Seller shall comply with all federal, state and local laws and regulations applicable to it and the Purchaser Assets, including those relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing and taxation, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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