Other Potential Guarantee Adjustments Sample Clauses

Other Potential Guarantee Adjustments. Honeywell’s Guaranteed Savings obligations under this Agreement are contingent upon: (a) Customer following each of the Customer Guarantee Practices set forth herein; (b) no alterations or additions being made by Customer to any of the M&V Systems and Equipment without prior notice to and agreement by Honeywell; (c) The absence of any event Customer is to report under Section C.4.5; and (d) Honeywell’s ability to render services not being impaired by circumstances beyond its control. To the extent Customer defaults in or fails to perform fully any of its obligations under the Agreement, including without limitation any of the Customer Guarantee Practices, or the occurrence of any event Customer is to report under Section C.4.5, Honeywell may, in its sole discretion, adjust its Guaranteed Savings obligation or deem it met; provided, however, that no adjustment hereunder shall be effective unless Honeywell has first provided Customer with written notice of Customer’s default(s) or failure(s) to perform and Customer has failed to cure its default(s) or failure(s) to perform within thirty (30) days after the date of such notice. In addition, if for any reason any Facility and/or utility meter covered under this Agreement is materially unoccupied, closed, or discontinued, the Savings will be deemed realized for such Facility or meter, and the Guaranteed Savings will be adjusted accordingly. Honeywell will provide written notice of such adjustment to the Customer.
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Other Potential Guarantee Adjustments. Honeywell’s Guaranteed Savings obligations under this Agreement are contingent upon:
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Related to Other Potential Guarantee Adjustments

  • GUARANTEE AND INDEMNITY 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As a separate and independent obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

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