Performance Undertaking. Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
Performance Undertaking. The Administrative Agent shall have received, on or before the date hereof, counterpart signature pages to the Reaffirmation of Performance Undertaking Agreement dated as of the date hereof made by the Parent in favor of the Administrative Agent.
Performance Undertaking. The Performance Guarantor hereby affirms that the Performance Undertaking in full force and effect and unaltered except that references therein to “The Bank of Nova Scotia” shall be deemed to be references to the “Gotham Group.”
Performance Undertaking. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking. This Undertaking may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. To the fullest extent permitted by applicable law, delivery of an executed counterpart of this Undertaking by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Undertaking. Any party delivering an executed counterpart of this Undertaking by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Undertaking, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Undertaking.
Performance Undertaking. The Performance Undertaking ceases to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or the Performance Guarantor directly or indirectly contests in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder; or
Performance Undertaking. (a) The Performance Undertaking Provider hereby agrees for the benefit of each of the Beneficiaries to cause each Performance Party to pay and perform its Obligations when and as due in accordance with the Transaction Documents.
(b) If any Performance Party fails to pay or perform any of its Obligations when and as due in accordance with the Transaction Documents, then the Performance Undertaking Provider shall, subject to a Responsible Officer of the Performance Undertaking Provider receiving notice from any Beneficiary of or otherwise being aware of such failure and subject to any grace period applicable to the Obligations in accordance with the Transaction Documents, immediately perform, or cause the performance of, such Obligations, and shall, subject to such grace period, immediately pay to the Administrative Agent for the account of the relevant Beneficiaries, in same day funds, any such Obligations for the payment of money.
Performance Undertaking. 8.1 The Parties agree and acknowledge that 2012 Net Profit is more than RMB 30,000,000 and no performance adjustment could occur under Section 7.13 of the Original Agreement.
Performance Undertaking. For value received by it and Sellers, the Performance Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of the Purchaser, the due and punctual performance and observance by each Seller (and, in each case, any of its successors and assigns) of all their covenants, agreements, undertakings, indemnities and other obligations or liabilities, whether monetary or non-monetary (including all of each Seller’s payment, repurchase, indemnity or similar obligations), under the Agreement and each other Purchase Document (and regardless of the capacity of such Person in which incurred under such documents) (collectively, the “Guaranteed Obligations”).
Performance Undertaking. Provider agrees that, contemporaneously with the execution and delivery of this Agreement, it is executing and delivering the Performance Undertaking, in the form attached hereto as Schedule C, in order to guaranty, among other things, obligations of the Servicer under or in connection with this Agreement. [SIGNATURE PAGES FOLLOW]
