Guarantee Termination. Customer shall continue to contract with Honeywell for the M&V Services set forth in this Support Services Agreement for the entire Guarantee Term. Should this Support Services Agreement, or other existing agreements for the M&V Systems and Equipment not covered in this Support Services Agreement, be terminated in whole or in part for any reason, the Guarantee Term shall also terminate on the same date. The Guaranteed Savings for a Guarantee Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy Costs and Operational Costs, and the Guaranteed Savings for all subsequent Guarantee Years shall be null and void. M&V Services are conducted throughout the Guarantee Year and in the event Customer terminates during the year, Customer shall pay Honeywell the annual price for services prorated to the date of Honeywell’s receipt of Customer’s notice of termination.
Guarantee Termination. Should this Agreement be terminated (including, as applicable, the Maintenance or Measurement & Verification Services) in whole or in part for any reason prior to the end of the Term, the Guaranteed Savings for the Guarantee Period in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations, if any, in Energy and Operational Costs and the guaranteed Savings for all subsequent Guarantee Periods shall be null and void.
Guarantee Termination. The Lender may at any time terminate this Agreement upon written notice to the Guarantor; provided that, the DOE Reimbursable Amount is equal to zero and such termination does not violate the terms and conditions of the Capital Markets Documents.
Guarantee Termination. Given that both parties recognize that the energy and operational savings can only be achieved if the systems and equipment are properly maintained throughout the Guarantee Term, Customer agrees that the savings guarantee set forth herein is dependent upon the continuation of any existing Support Services Agreements by HONEYWELL or by OTHERS. Customer shall continue to contract with Honeywell for the Energy Auditing and Analysis Services set forth in this Agreement for the entire term of the savings guarantee term. Should this Agreement, or other existing Agreements covering systems and equipment not covered in this Agreement, be terminated (including, as applicable, the Support Services Agreement – Attachment D) in whole or in part for any reason prior to the end of the Term, the Guarantee for the Guarantee Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy and Operational Costs, and the Guarantee for all subsequent Guarantee Years shall be null and void.
Guarantee Termination. Given that both parties recognize that the energy and operational savings can only be achieved if the systems and equipment are properly maintained throughout the Guarantee Term, Customer agrees that the savings guarantee set forth herein is dependent upon the continuation of any existing Support Services Agreements by Honeywell. Customer shall continue to contract with Honeywell for the Energy Auditing and Analysis Services set forth in this Contract for the entire term of the savings guarantee term. Should those services or this Contract be terminated in whole or in part for any reason prior to the end of the Term, the Guarantee for the Guarantee Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy and Operational Costs, and the Guarantee for all subsequent Guarantee Years shall be null and void.
Guarantee Termination. Guaranteed Savings assume that systems and equipment are properly maintained throughout the Guarantee Term as detailed in the Customer Maintenance Responsibilities set forth in Attachment D and this Attachment F, and Operation and Maintenance Manuals (which include manufacturer’s recommendations) and training materials provided to CUSTOMER staff by HONEYWELL as part of the Substantial Completion process defined in this Agreement. CUSTOMER agrees that the savings guarantee set forth herein is dependent upon the performance of proper maintenance by the Customer or others employed by the Customer. CUSTOMER shall continue to contract with Honeywell for the Energy Auditing and Analysis Services (also referred to as Measurement & Verification Services) set forth in this Agreement for the entire term of the savings guarantee term. Should the Measurement & Verification Services Agreement be terminated in whole or in part for any reason prior to the end of the Term, the Guarantee for the Guarantee Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy and Operational Costs, and the Guarantee for all subsequent Guarantee Years shall be null and void.
Guarantee Termination. If, pursuant to article 2362 of the Civil Code of Quebec , any Guarantor delivers notice to EDC invoking its right to terminate its Guarantee prior to repayment in full of the indebtedness hereunder, or any Guarantor takes any action to seek to invalidate its obligations under its Guarantee . ERISA . If an ERISA Event shall have occurred, in respect of any Transaction Party or their ERISA Affiliates, that, in the opinion of EDC, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Transaction Parties or their ERISA Affiliates in an aggregate amount exceeding the Minimum Actionable Amount . SCHEDULE E – STANDARD GENERAL TERMS AND CONDITIONS Each Transaction Party agrees to the following additional provisions: Advances . An irrevocable request for advance substantially in the form attached to this Agreement (" Request for Advance ") must be submitted, not later than 11 : 00 a . m . Ottawa time, three ( 3 ) Business Days before the date of any proposed advance, unless otherwise agreed by EDC . Interest . Subject to applicable law, default interest on amounts due and payable but unpaid will be paid by the Borrower on demand at the rate set out in the "Interest" section of this Agreement increased by [Redacted : confidential commercial information] % per annum and compounded on each Interest Payment Date from the date of payment default and while such default continues, as well as before and after demand and/or judgment . Notwithstanding anything contained herein to the contrary, the Borrower will not be obliged to make any payment of interest or other amounts payable to EDC hereunder in excess of the amount or rate that would result in the receipt by EDC of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)). If the making of any payment by the Borrower would result in a payment being made that is in excess of such amount or rate, EDC will determine the payment or payments that are to be reduced or refunded, as the case may be, so that such result does not occur . Interest and Fees Calculation . Interes t and Commitment Fees will be calculated on the basis of the actual number of days elapsed divided by 360 . The actual yearly rate of interest and, if applicable, Commitment Fees is calculated by multiplying the said rate by the actual number of days in the year divided by 360. Application of Payments . All payments made under this Agreement (other t...
Guarantee Termination. Termination of the ROI Guarantee obligations shall become effective upon written notice by Caremark in the event one or more of the following occur:
i. A material change in the Plan initiated by Participating Group or by legislative action that impacts the Claim adjudication process, Member service functions or network management;
ii. Participating Group’s failure to meet its payment obligations for Program Fees or Claims under the Agreement;
iii. Participating Group’s failure to meet its administrative responsibilities as outlined in this Exhibit (for example, a submission of incorrect or incomplete eligibility information).
iv. Participating Group’s failure to implement, maintain, or satisfy the conditions of the ROI Guarantee as described in this Exhibit.
