Guarantee of Performance by Buyer's Parent Sample Clauses

Guarantee of Performance by Buyer's Parent. (a) Buyer's Parent hereby fully and unconditionally guarantees, without notice and presentment or other legal formalities, (i) all of the representations and warranties of Buyer under the Transaction Documents, and (ii) the timely performance of all of the obligations of its Affiliates (including Buyer) under the Transaction Documents. Buyer's Parent hereby represents and warrants to Seller and Seller's Parent that, for purposes of this Agreement, for itself in its own corporate capacity, Buyer's Parent (i) is also making the representations and warranties set forth in Sections 5.1 through 5.4 as if it were Buyer, and (ii) will meet the conditions of Sections 3.3, 6.6, 7.1, 9.1, 9.2, 9.3, and 9.4 and Article 10 hereof as if it were Buyer. (b) Buyer's Parent, as principal obligor and not as surety, further covenants with Seller and Seller's Parent: (i) to cause Buyer to effect prompt and complete performance of all the terms, covenants, conditions and provisions of the Transaction Documents that are to be kept, observed and performed by Buyer; (ii) that, if for any reason whatsoever, including the insolvency or bankruptcy of Buyer, Buyer shall at any time or from time to time fail to keep, perform or observe any term, covenant, condition or provision of any of the Transaction Documents that is to be kept, observed or performed by Buyer, then Buyer's Parent shall forthwith on demand of Seller, perform or observe, as the case may be, such term, covenant, condition or provision in accordance with the relevant provisions of the Transaction Documents; and (iii) that Buyer's Parent is jointly and severally bound with Buyer to perform the terms, covenants, obligations (including indemnification), conditions and provisions of the Transaction Documents that are to be kept, observed and performed by Buyer and, in the enforcement of its rights pursuant to this Section Seller may proceed against Buyer's Parent as if Buyer's Parent was a principal party under this Agreement with respect to such terms, covenants, conditions and provisions applicable to Buyer's Parent. (c) In the event of a default by Buyer under any of the Transaction Documents, Buyer's Parent waives any right to require Seller to: (i) proceed against Buyer or pursue any rights or remedies with respect to the Transaction Documents against Buyer, or (ii) pursue any other remedy whatsoever in the power of Seller prior to Seller pursuing any rights it may have under the Transaction Documents against Buyer's...
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Related to Guarantee of Performance by Buyer's Parent

  • Guarantee of Performance Parent hereby guarantees the performance by Acquisition and, after the Effective Time, the Surviving Corporation of its obligations under this Agreement, including but not limited to the Surviving Corporation's obligations under Section 5.13.

  • Guaranty of Performance Each Guarantor also guarantees the full, prompt and unconditional performance of all obligations and agreements of every kind owed or hereafter to be owed by the Companies and the Guarantors to Purchasers and Agent under the Purchase Agreement, the Notes, and the other Transaction Documents. Every provision for the benefit of Purchasers and Agent contained in this Guaranty shall apply to the guaranty of performance given in this paragraph.

  • Excuse of Performance Seller shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

  • Time of Performance Time for performance of the Scope of Services under this Agreement shall begin with receipt of the Notice to Proceed and end no later than December 31, 2026. Consultant shall complete the tasks described in the Scope of Services, within this time or within such additional time as may be extended by the County.

  • Limitations of Performance The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes:

  • Release of Performance Security (i) The Authority shall return the Performance Security to the Contractor within 60 (sixty) days of the expiry of the Maintenance Period or the Defects Liability Period, whichever is later, under this Agreement. Notwithstanding the aforesaid, the Parties agree that the Authority shall not be obliged to release the Performance Security until all Defects identified during the Defects Liability Period have been rectified. (ii) The Authority shall return the Additional Performance Security to the Contractor within 28 (twenty eight) days from the date of issue of Completion Certificate under Article 12 of this Agreement. (iii) The Authority shall be liable to pay interest @ 9% (nine per cent) per annum for any delay in the return of Performance Security and Additional Performance Security, if any, beyond the period prescribed above for the period of delay.

  • Term and Time of Performance The effective date of this Agreement shall begin November 1, 2020 and will continue through June 30, 2025, subject to appropriation of funds, notwithstanding any other provision in this agreement.

  • Review of Performance The Board of Directors shall periodically review and evaluate the performance of Employee under this Employment Agreement with Employee.

  • Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

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