Limited Guaranty of Performance Sample Clauses

Limited Guaranty of Performance. In the Event of a Default, will enforce its rights against the Guarantors of this transaction. Said Guarantors will be jointly and severally liable to for all of ‘s losses and damages, in additional to all costs and expenses and legal fees associated with such enforcement.
Sample 1
AutoNDA by SimpleDocs
Limited Guaranty of Performance. (a) The Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor, to the Note Insurer, each Noteholder and the Indenture Trustee, the performance of the obligations of each Originator, the Servicer, the Depositor and the Issuer (the "Obligor Parties"), including all covenants, agreements, terms, conditions and other obligations to be performed and observed by any Obligor Party under the Basic Documents, and shall include without limitation the due and punctual payment when due of all sums that are or may become owing by each Obligor Party, whether in respect of fees, expenses (including counsel fees), indemnified amounts, amounts required to be paid by any Obligor Party including any such amounts that mature after the commencement of any bankruptcy, involuntary or similar proceeding with respect to any Obligor Party (whether or not allowed as a claim in such proceeding) (but excluding the payment of any amounts payable by the Issuer in respect of the items set forth in Sections 8.02(d)-(h), (k) and (n)-(o) of this Indenture) (the "Guaranteed Obligations"), in each case at the place of such payment or performance. Upon failure by the Issuer to pay or perform fully and punctually any such Guaranteed Obligation, the Guarantor shall within three (3) Business Days of written demand pay the amount not so paid and perform or cause to be performed such other Guaranteed Obligation, in each case at the place, in the manner and at the time specified in the Indenture. This guaranty is a guaranty of payment and performance and not of collection. (b) The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by the Issuer, as a result of: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Guaranteed Obligation or any related document in connection with the transactions contemplated hereby or thereby, whether by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Indenture, the Sale and Servicing Agreement or any related documents; (iii) any change in the corporate existence, structure or ownership of any Obligor Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer, or its assets and properties or any resulting release or discharge of any Guaranteed Obligation; (iv) the existence of any claim, set-off,...
Sample 1

Related to Limited Guaranty of Performance

  • 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.

  • Limited Guaranty Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.

  • 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.

  • 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:

  • Manner of Performance Subject to the provisions of Article XII hereof, the Contractor shall perform all of the Work described in the Statement of Work, or cause such Work to be performed in an efficient and expeditious manner and in accordance with all of the terms and provisions of this Agreement. The Contractor shall perform the Work in accordance with the current professional standards and with the diligence and skill expected for the performance of work of the type described in the Statement of Work. The Contractor shall furnish such personnel and shall procure such materials, machinery, supplies, tools, equipment and other items as may reasonably be necessary or appropriate to perform the Work in accordance with this Agreement.

  • Assurance of Performance If at any time the COUNTY has good objective cause to believe CONTRACTOR may not be adequately performing its obligations under this Agreement or that CONTRACTOR may fail to complete the Services as required by this Agreement, COUNTY may request from CONTRACTOR prompt written assurances of performance and a written plan acceptable to COUNTY, to correct the observed deficiencies in CONTRACTOR’s performance. CONTRACTOR shall provide such written assurances and written plan within thirty (30) calendar days of its receipt of COUNTY’s request and shall thereafter diligently commence and fully perform such written plan. CONTRACTOR acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

  • Continuity of Performance In the event of a dispute between the Party and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms.

  • 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.

  • Monitoring of Performance Vendor shall continuously monitor and record its performance to ensure that all of Vendor's responsibilities and obligations hereunder are being met and fulfilled. Citizens may conduct programmatic and other administrative contract monitoring during the term of this Agreement. The purpose of this monitoring is to ensure that all of Vendor's responsibilities and obligations are being met and fulfilled. Such monitoring may include on-site visits, report reviews, invoice reviews, compliance reviews, and a review of any other areas reasonably necessary. Vendor acknowledges and agrees that Citizens may also monitor and record Vendor Staff communications to the extent they occur within or are connected to any Citizens’ resource, such as electronic or telecommunications systems.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!