Payment and Performance by Guarantor Sample Clauses

Payment and Performance by Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid and performed when due, whether at demand, maturity or earlier by acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of nonpayment or nonperformance, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever (all such notices being hereby expressly waived by Guarantor), pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender's address as set forth herein. Such demand may be made at any time coincident with or after the time for payment and performance of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.
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Payment and Performance by Guarantor. Guarantor shall, immediately upon demand by Lender, pay the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein or as otherwise instructed by Lender. Such demand(s) may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations with respect to the same or different Guaranteed Obligations.
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Payment and Performance by Guarantor. If the Guaranteed Obligations, or any part thereof, are not punctually paid or performed, Guarantor shall, immediately upon written demand and without protest or notice of protest, pay the amount due thereon to Lender pursuant to the Note (subject to the limitations set forth herein), at the address of Lender set forth in the Note or as otherwise designated by Lender. Such demand(s) may be made at any time coincident with or after the time for payment or performance of all or part of the Guaranteed Obligations. Such demand shall be deemed made if given in accordance with Paragraph 15 hereof. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or exhaust its remedies against Borrower, or others liable to pay or perform such Guaranteed Obligations, or to enforce its rights against any security or collateral that shall ever have been given to secure the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations. No set-off, counterclaim, reduction, or diminution of any Obligations, or any defense of any kind or nature that Guarantor has or may hereafter have against Borrower or Lender shall be available hereunder to Guarantor other than the defense of the payment in full of the Guaranteed Obligations.
Sample 1
Payment and Performance by Guarantor. (a) If for any reason Borrower fails to perform and complete all of the Permitted Alterations in accordance with the terms and conditions of the Loan Agreement and other applicable Loan Documents, then, within ten (10) Business Days after written notice from Administrative Agent, Guarantor shall either (i) immediately assume all responsibility for the full performance and completion of the Work and take such other action(s) as Administrative Agent may require to remedy Borrower’s default(s) under the Loan Documents in connection with such failure or (ii) in lieu thereof, at the election of either Administrative Agent or Guarantor, make a payment to Administrative Agent in the amount of the Estimated Completion Costs. For the avoidance of doubt, should Administrative Agent elect to require that Guarantor pay the amount of the Estimated Completion Costs, Guarantor shall not have the right to elect to assume responsibility for the performance and completion of the Work as set forth in subclause (i) above. Guarantor shall be in default of this Guaranty and a “Trigger Event” shall occur if, in Administrative Agent's judgment, Guarantor (i) does not assume responsibility for the performance and completion of the Work within such ten (10) day period, or (ii) fails to diligently pursue the performance and completion of the Work or (iii) fails to perform and complete any aspect of the Work in accordance with the terms of the Loan Documents. As used herein, the term “Estimated Completion Costs” shall mean an amount, as determined by Administrative Agent in good faith, equal to the cost to pay for and/or perform, as applicable, the Guaranteed Obligations. Guarantor shall have the right, at its sole cost and expense, within seven (7) Business Days of its receipt of Administrative Agent’s determination of the Estimated
Sample 1
Payment and Performance by Guarantor. In each event that all or any portion of the Indebtedness shall become due and remain unpaid (however the maturity may have occurred), Guarantor will, upon demand, pay the amount due to Creditor (other than any interest as may be in excess of the maximum lawful amount), without notice having been given to Guarantor previous to such demand of the acceptance by Creditor of this Guaranty or of the creating or incurring of such indebtedness. Guarantor specifically agrees that it shall not be necessary or required in order to enforce any obligations under this Guaranty that Creditor has made demand for payment upon Debtor or any other person liable on the Indebtedness for payment thereof or for performance of the Obligations or has presented same for payment by Debtor or any other person liable thereon or has made protest thereof or has given notice to Debtor or any other party liable thereon of the maturity or nonpayment of the Indebtedness. All amounts becoming payable by Guarantor to Creditor under this Guaranty shall be payable at Creditor's address stated below, or at such other address as directed by Creditor in written notice to Guarantor. All payments made upon the Indebtedness at any time shall be deemed to have been paid by Debtor unless express notice in writing is given to Creditor at the time of payment by Guarantor that Creditor has been paid by Guarantor. Upon demand by Creditor, Guarantor shall perform or cause to be performed any or all of the Obligations.
Sample 1
Payment and Performance by Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid and performed when arising and/or due, whether at demand, maturity or earlier by acceleration or otherwise, Guarantor shall, within ten (10) days after its receipt of written demand from Administrative Agent on behalf of any Secured Party, and without presentment, protest, notice of protest, notice of nonpayment or nonperformance, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever (all such notices being hereby expressly waived by Guarantor), pay in lawful money of the United States of America, the amount arising and/or due on the Guaranteed Obligations to Administrative Agent on behalf of the Secured Parties to Administrative Agent’s account as provided in the Credit Agreement. Such demand may be made at any time coincident with or after EXHIBIT E-1 – CBL 4873-9001-7310\2 the time for payment and performance of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.
Sample 1
Payment and Performance by Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid and performed when arising and/or due, whether at demand, maturity or earlier by acceleration or otherwise, Guarantor shall, within ten (10) days after its receipt of written demand from Administrative Agent on behalf of any Secured Party, and without presentment, protest, notice of protest, notice of nonpayment or nonperformance, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice EXHIBIT E-2 – CBL 4873-9001-7310\2 whatsoever except for such notices and demands expressly required in the Loan Documents (all such notices being hereby expressly waived by Guarantor), pay in lawful money of the United States of America, the amount arising and/or due on the Guaranteed Obligations to Administrative Agent on behalf of the Secured Parties to Administrative Agent’s account as provided in the Credit Agreement. Such demand may be made at any time coincident with or after the time for payment and performance of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.
Sample 1
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Payment and Performance by Guarantor. Guarantor agrees that upon the failure of Developer to perform or pay any of the Guarantied Obligations when and as such become due, Guarantor shall forthwith defend, indemnity and hold harmless the Guarantied Parties in accordance with Section 9(e) of the ZLDA as when due and owing to the Guarantied Parties pursuant to Section 9(e) of the ZLDA. Notwithstanding anything contained herein to the contrary (i) nothing contained herein shall be construed to increase Guarantor’s obligations beyond the obligations of Developer under the ZLDA; and (ii) the maximum liability of Guarantor hereunder shall in all events be limited to amounts actually received by the Guarantor under the Guarantor’s policies of insurance.
Sample 1
Payment and Performance by Guarantor. Except as otherwise provided herein, if all or any part of the Guaranteed Obligations shall not be punctually paid or performed when due, Guarantor shall, within five (5) Business Days after written demand by any of the EPR Parties and without presentment, protest, notice of protest, notice of non-payment or any other notice whatsoever (other than notice of demand for payment or performance as required hereunder), pay in lawful money of the United States of America, the amount due thereon to the EPR Parties. Amounts not paid when due hereunder shall accrue interest at the rate of 12% per annum. Such demands may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations and may be made from time to time with respect to the same or different Guaranteed Obligations.
Sample 1

Related to Payment and Performance by Guarantor

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.

  • Payment and Performance Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. Borrower will cause each other Restricted Person to observe, perform and comply with every such term, covenant and condition.

  • Payment and Performance Bonds A payment bond and performance is required for a public works contract involving expenditure in excess of twenty-five thousand dollars ($25,000) and no work can be commenced prior to both bonds being approved the County. The Contractor shall furnish, at time of signing the Contract, one surety bond which shall protect the laborers and material men and shall be for $60,000, in accordance with Section 9554 of the Civil Code, and one surety bond in the amount of $60,000, guaranteeing the faithful performance of the Contract. If at any time the value of the total task orders is expected to exceed $60,000, the Contractor shall furnish, in a manner acceptable to the County, evidence that the Contractor is bonded to the expected total value of outstanding task orders for both the faithful performance and laborers and material men bonds. Contractor shall not be entitled to, nor shall County authorize, task orders when the total outstanding value of the task orders under this contract exceeds the bond values for which the County is an obligee. Said bonds to be approved by the office of the County Counsel and the County Executive Office of Orange County. Such bonds shall be the forms provided in these specifications and issued and executed by an admitted surety insurer (authorized to transact surety insurance in California). (e.g., if the bonds are issued through a surplus line broker, both the surplus line broker and the insurer with whom he is doing business for purposes of this project must be licensed in California to issue such bonds.) The faithful performance bond shall be issued by a Surety company with a minimum insurance rating of A- (Secure Best’s Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best’s Key Rating Guide/Property-Casualty/United States or xxxxxx.xxx. The Surety Company must also be authorized to write in California by the Department of the Treasury, and must be listed on the most current edition of the Department of Treasury’s Listing of Approved Securities. If any surety upon any bond furnished in connection with this Contract becomes unacceptable to the County, or if any such surety fails to furnish reports as to his financial condition from time to time as requested by OC Public Works, the Contractor shall promptly furnish such additional security as may be required by OC Public Works or the Board of Supervisors from time to time to protect the interests of the County and of persons supplying labor or materials in the prosecution of the Work contemplated by this Contract. If the County increases the total Contract amount the Contractor is to provide a new bond for the new total Contract amount or a bond for the difference.

  • Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Reinstatement of Guarantied Obligations If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

  • Capacity and Performance (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

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