PERFORMANCE SUPPORT OBLIGATION Sample Clauses

PERFORMANCE SUPPORT OBLIGATION. Parent hereby unconditionally and irrevocably guarantees for the benefit of each of the SPC Parties, the due and punctual performance, observance and payment by each of the Sellers and its respective successors and assigns of all of the terms, covenants, conditions, agreements, undertakings, indemnities and obligations (whether individually or as the Collection Agent, the Sub-Collection Agent or otherwise) to be paid, performed or observed by such Seller under the RPA, including, without limitation, under Articles II, V, VI and VII and Sections 8.05, 8.06 and 8.09 thereof (all such terms, covenants, conditions, agreements, undertakings and obligations collectively called the "Sellers' Obligations"). In the event that any of the Sellers shall fail in any manner whatsoever to perform, observe, or pay any of the Sellers' Obligations when the same shall be required to be performed, observed or paid, then Parent will itself duly and punctually perform, observe and pay, or cause to be duly and punctually performed, observed or paid such Sellers' Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform, observe or pay any of the Sellers' Obligations (or to cause the same to be performed, observed or paid) that the SPC Parties shall have first made any request of or demand upon or given any notice to Parent or to the Sellers or their respective successors and assigns or have initiated any action or proceeding against Parent or the Sellers or any of their respective successors and assigns in respect thereof. The SPC Parties may proceed to enforce the obligations of Parent under this Section 2.01 without first pursuing or exhausting any right or remedy which the SPC Parties may have against the Sellers (or any of them), any other Person, the Receivables or any other property. The SPC Parties hereby acknowledge that the Sellers' Obligations do not (i) include any obligation of the Sellers to repurchase the Receivables acquired by the Transferor under the RPA, except as described in Section 2.03(b) of the RPA or (ii) create recourse against the Sellers or Parent for the payment of any Receivable which is uncollectible
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PERFORMANCE SUPPORT OBLIGATION. UAG hereby unconditionally and irrevocably guarantees for the benefit of each of the AFC Parties, the due and punctual performance, observance and payment by Atlantic and its respective successors and assigns of all of the terms, covenants, conditions, agreements, undertakings and obligations on the part of Atlantic (whether individually or as Servicer or otherwise) to be paid, performed or observed under Sections 2.3, 2.4., 2.6, 2.7, 2.9 and 3.2 and Articles V (other than Sections 5.1(e)) and VI of the AAFC Purchase Agreement and Sections 2.2, 2.5, 2.8 (other than Section 2.8(b)), 2.10, 2.11, 5.3 (other than Section 5.3(i)) and 5.4 and Article VI of the Transfer and Administration Agreement (all such terms, covenants, conditions, agreements, undertakings and obligations on the part of Atlantic to be paid, performed or observed being collectively called the "Atlantic Obligations"); PROVIDED, HOWEVER, for purposes of this Agreement, the "Atlantic Obligations" shall not include (a) any obligation of Atlantic under Sections 3.2 and 2.6(b) of the AAFC Purchase Agreement to repurchase any Receivable if the request to make such repurchase occurs more than 12 months after the breach of a representation and warranty as described in Section 3.2 or after the failure to deliver the Custodian Confirmation as described in Section 2.6(b), as the case may be, except there shall be no such time limit applicable with respect to any breach of the representation and warranty contained in Section 3.2(c) and (d) of the AAFC Purchase Agreement, (b) Atlantic's obligations to repurchase any Receivable under Section 2.7(ii) of the AAFC Purchase Agreement, (c) any obligation of Atlantic under Section 6.1(f) of the AAFC Purchase Agreement to provide indemnification for its failure to perform in accordance with any provision of the AAFC Purchase Agreement or any agreement contemplated by the AAFC Purchase Agreement other than the provisions contained in those Sections of the AAFC Purchase Agreement and the Transfer and Administration Agreement enumerated above in this sentence and (d) any obligation of Atlantic under Section 6.2 or 6.3 of the AAFC Purchase Agreement to provide indemnification to any entity other than the Buyer, Xxxxxx Guaranty Trust Company of New York, any Affiliate of Xxxxxx Guaranty Trust Company of New York and the officers, directors and agents of any of the foregoing. In the event that Atlantic shall fail in any manner whatsoever to perform, observe, or pay any...
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PERFORMANCE SUPPORT OBLIGATION. Section 2.01.
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Related to PERFORMANCE SUPPORT OBLIGATION

  • Credit Support Obligations (i) Delivery Amount, Return Amount and Credit Support Amount.

  • Support Obligations Prior to the Closing Date, Seller and Buyer shall cooperate to, and shall each use commercially reasonable efforts to, terminate, or cause Buyer to be substituted in all respects for Seller and any of Seller’s Affiliates in respect of all obligations of Seller and any of its Affiliates under all Support Obligations (other than those Support Obligations that relate to Permits or Material Contracts that are not transferred to Buyer (or its designee) as of Closing). With respect to any Coal Support Obligation that remains outstanding after the Closing Date (until such time as such Coal Support Obligation is terminated or substituted in accordance herewith, an “Outstanding Coal Support Obligation”), (a) Buyer shall continue to use its commercially reasonable efforts to terminate, or cause Buyer to be substituted in all respects for Seller and any of its Affiliates in respect of, all obligations of Seller or any of its Affiliates under such Outstanding Coal Support Obligations; (b) Buyer shall not renew, amend or extend the terms of (in any manner that increases or extends or otherwise adversely changes the obligations of Seller or any of Seller’s Affiliates under) any Contract or other obligation for which Seller or any of its Affiliates is or would reasonably be expected to be liable under, any such Outstanding Coal Support Obligations unless Seller and all of Seller’s Affiliates are completely released from all Support Obligations and other liability under such Contracts; and (c) Seller shall and, if applicable, shall cause its Affiliates to, maintain each such Outstanding Coal Support Obligation until (1) its termination in accordance with its terms, (2) substitution has been effected or (3) its termination in accordance with the immediately succeeding sentence. After Closing, if a draw occurs under an Outstanding Coal Support Obligation as the result of an event of default by Buyer or its Affiliates, and Seller (or Seller’s Affiliate, as applicable) pays an amount equal to or greater than $500,000 in connection therewith, then Seller (or Seller’s Affiliate, as applicable) shall be entitled to terminate such Outstanding Coal Support Obligation upon at least five (5) Business Days’ prior written notice to Buyer; provided, that all applicable notice and cure periods under the Contract to which such Outstanding Coal Support Obligation relates shall have expired; provided further, that Buyer shall not have reimbursed Seller (or Seller’s Affiliate, as applicable) for such payment. The provisions of this Agreement notwithstanding, in no event shall any Outstanding Coal Support Obligation remain outstanding after the termination of the underlying Contract relating to such Outstanding Coal Support Obligation, and Seller (or Seller’s Affiliate, as applicable) may terminate any such Outstanding Coal Support Obligation as of the date of such termination of such Contract.

  • Performance Obligations The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Agreement to Assume Obligations The New Issuer hereby agrees to unconditionally assume the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XIV of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Issuer under the Indenture.

  • Performance Bond (a) The MCO must obtain a performance bond with a one (1) year term. The performance bond must be renewable and renewal must occur no later than the first day of each subsequent State Fiscal Year. The performance bond must continue to be in effect for one (1) year following the expiration of the final renewal period. MCO must obtain and maintain the performance bonds in the form prescribed by HHSC and approved by TDI, naming HHSC as Obligee, securing MCO’s faithful performance of the terms and conditions of this Contract. The performance bonds must comply with Chapter 843 of the Texas Insurance Code and 28 T.A.C. §11.1805. At least one (1) performance bond must be issued. The amount of the performance bond(s) should total $100,000.00 for each MCO Program within each Service Area that the MCO covers under this Contract. Performance bonds must be issued by a surety licensed by TDI, and specify cash payment as the sole remedy. MCO must deliver each renewal prior to the first day of the State Fiscal Year.

  • Performance Bonds Buyer shall have obtained, or caused to be obtained, in the name of Buyer, replacements for Seller’s and/or Seller’s Affiliates’ bonds, letters of credit and guarantees, and such other bonds, letters of credit and guarantees to the extent required by Section 7.05.

  • Party B’s Obligations (1) Party A shall provide Party A with legal and valid business certificates such as business licenses, and shall strictly abide by relevant national laws and regulations and industry norms, and conduct law-abiding operations;

  • Performance of Contracts The Company shall not materially ------------------------ amend, modify, terminate, waive or otherwise alter, in whole or in part, any of the Employee Nondisclosure and Developments Agreements without the consent of the Company's Board of Directors.

  • Reimbursement Obligations Absolute The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viii) the existence of any proceedings of the type described in Section 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (x) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

  • Performance; No Event of Default The Borrower shall have performed and complied in all respects with all terms and conditions herein required to be performed or complied with by it prior to or at the time hereof, and there shall exist no Default or Event of Default.

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