Right to Require Performance Assurance Sample Clauses

Right to Require Performance Assurance. At any time and from time to time, when a Party (the "Requesting Party") believes in good faith that a Material Adverse Change has occurred in respect of the other Party, the Requesting Party shall be entitled to require, by written notice, that the other Party provide to it or increase in amount: (a) a Letter of Credit; (b) cash; or (c) other security (including a bank or parent guarantee), in a form and amount reasonably acceptable to the Requesting Party (each a "Performance Assurance"). Upon receipt of such written notice, the other Party shall within three (3) Business Days provide to the Requesting Party the Performance Assurance required.
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Right to Require Performance Assurance. At any time and from time to time, when a Party (the "Requesting Party") believes in good faith that a Material Adverse Change has occurred in respect of the other Party, the Requesting Party shall be entitled to require, by written notice, that the other Party provide to it or increase in amount: (a) a Letter of Credit; (b) cash; or (c) other security (including a bank or parent guarantee), in a form, amount and from an entity which is reasonably acceptable to the Requesting Party (each a "Performance Assurance"). Upon receipt of such written notice, the other Party shall within three Business Days provide to the Requesting Party the Performance Assurance required. For the avoidance of doubt, in the event that an entity providing Performance Assurance on behalf of a Party does not thereafter continue to be reasonably acceptable to the Requesting Party, the Requesting Party shall have the right to require the other Party to provide to it additional Performance Assurance in accordance herewith.
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Right to Require Performance Assurance. At any time and from time to time, when a Party (the "Requesting Party") believes in good faith that a Material Adverse Change has occurred in respect of the other Party, the Requesting Party shall be entitled to require, by written notice, that the other Party provide to it or increase in amount: (a) a Letter of Credit; (b) cash; or (c) 2.
Sample 1
Right to Require Performance Assurance. At any time and from time to time, when a Party (the "Requesting Party") believes in good faith that a Material Adverse Change has occurred in respect of the other Party, the Requesting Party shall be entitled to require, by written notice, that the other Party provide to it or increase in amount: (a) a Letter of Credit; (b) cash; or (c) other security (including a bank or parent guarantee), in a form and amount 2. Derecho a Requerir una Garantía de Cumplimiento: En cualquier momento y cuando corresponda, cuando una Parte (la "Parte Solicitante") entienda de buena fe que se ha producido un Cambio Material Adverso en relación con la otra Parte, la Parte Solicitante tendrá derecho a requerir, mediante notificación por escrito, que la otra Parte aporte o aumente el importe de: (a) una Carta de Crédito; (b) efectivo; u (c) otra garantía (incluyendo una garantía bancaria o reasonably acceptable to the Requesting Party (each a "Performance Assurance"). Upon receipt of such written notice, the other Party shall within three (3) Business Days provide to the Requesting Party the Performance Assurance required. de la matriz), en forma y cantidad razonablemente aceptable para la Parte Solicitante (cada una de ellas una "Garantía de Cumplimiento"). Tras la recepción de dicha notificación por escrito, la otra Parte proporcionará a la Parte Solicitante la Garantía de Cumplimiento requerida en el plazo de tres (3) Días hábiles.
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Right to Require Performance Assurance. At any time and from time to time, when a Party (the "Requesting Party") believes in good faith that a Material Adverse Change has occurred in respect of the other Party, the Requesting Party shall be entitled to require, by written notice, that the other Party provide to it or increase in amount: (a) a Letter of Credit; (b) cash; or (c) other security (including a bank or parent guarantee), in a form, amount and from an entity which is reasonably acceptable to the 1. Prawo do Ŝądania Zabezpieczenia Wykonania Zobowiązań: W kaŜdym czasie, ilekroć jedna ze Stron („Strona śądająca”) uzna w dobrej wierze, Ŝe w stosunku do drugiej Strony wystąpiła Istotna Niekorzystna Zmiana, xxXx xxx zaŜądać na piśmie xxx xxxxx Strona udzieliła zabezpieczenia w postaci: (a) Akredytywy, (b) środków pienięŜnych, lub (c) zabezpieczenia innego rodzaju (w tym na przykład gwarancji bankowej lub gwarancji spółki macierzystej), lub podwyŜszyła Requesting Party (each a "Performance Assurance"). Upon receipt of such written notice, the other Party shall within three BusinessDays provide to the Requesting Party the Performance Assurance required. For the avoidance of doubt, in the event that an entity providing Performance Assurance on behalf of a Party does not thereafter continue to be reasonably acceptable to the Requesting Party, the Requesting Party shall have the right to require the other Party to provide to it additional Performance Assurance in accordance herewith. 2. Material Adverse Change: A Material Adverse Change shall have occurred if any one or more of following events has occurred and is continuing in so far as such event is specified as applying to a Party in the Election Sheet:
Sample 1
Right to Require Performance Assurance. In 17.1, the following sentence shall be added: “A Credit Support Provider or Provider of Performance Assurance that is a Bank must be a bank with its business seat within the European Union.”
Sample 1
Right to Require Performance Assurance. The following sentences are inserted at the end of § 17.1: Where Party A is entitled to require Performance Assurance from Party B, then in relation to all Individual Contracts where Party B is the Buyer, the (partial) amount of the Performance Assurance to be provided in relation to such Individual Contracts shall mirror 100 % of the unpaid amount which will in total need to be paid by Party B to Party A under the respective Individual Contract based on the Contract Price and the Contract Quantity, and the Performance Assurance shall be provided in accordance with the requirements for Credit Support Documents as described in § 16.2 to § 16.5, which shall apply mutatis mutandis. In deviation from the above, the amount of Performance Assurance to be provided in relation to an Individual Contracts where Party B is the Buyer shall mirror only 25 % of the unpaid amount which will in total need to be paid by Party B to Party A under the respective Individual Contract based on the Contract Price and the Contract Quantity, where Performance Assurance is to be provided by Party B due to a Material Adverse Chance in accordance with 17.2 (a), but Party B still has a minimum rating of BBB- (Standard & Poor’s), Baa3 (Moody’s), BBB- (Fitch) or comparable.
Sample 1
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Related to Right to Require Performance Assurance

  • Performance Assurance Seller agrees to deliver to Buyer Performance Assurance in a form acceptable to Buyer to secure its obligations under this Agreement, which Performance Assurance Seller shall maintain in full force and effect for the period posted with Buyer, as follows:

  • Right to Compel Performance Notwithstanding the foregoing, upon the occurrence of an event of Default, a non-Defaulting Interconnection Party shall be entitled to (a) commence an action to require the Defaulting Interconnection Party to remedy such Default and specifically perform its duties and obligations hereunder in accordance with the terms and conditions hereof, (b) withhold payments, (c) suspend performance hereunder, and (d) exercise such other rights and remedies as it may have in equity or at law; provided, however, that the Transmission Provider shall not terminate the Interconnection Service Agreement due to the failure of Interconnection Customer to make a payment hereunder unless such failure could reasonably be expected to have a material adverse effect on the Interconnected Transmission Owner.

  • Right to Seek Assurance The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

  • RIGHT TO ASSURANCE Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract.

  • Performance Requirements A. There is no guaranteed minimum amount of work which will be ordered under this Contract. B. The total Contract amount will not exceed $4,900,000. C. This is a Contract for work specified in individual Job Orders. Work ordered prior to but not completed by the expiration of the Contract period, and any additional work required as a result of unforeseen conditions encountered during construction up to six (6) months after the contract expiration date, will be completed with all provisions of this Contract still in force. Performance time for each Job Order issued under this Contract will be determined in accordance with the Contract. This performance time will be determined and agreed upon by both Parties for each individual Job Order. Contractor must self-perform 20% of the Work under this Contract for ‘A’ and ‘B’ licenses. Contractor must self-perform 75% of the Work under this Contract, unless otherwise approved by the County, for ‘C’ licenses. D. This is an indefinite-quantity Contract for the supplies or services specified and effective for the period stated. Work or performance shall be made only as authorized by Job Orders issued in accordance with the ordering procedures clause. The Contractor agrees to furnish to the County when and if ordered, the supplies or services specified in the Contract up to and including the quantity designated in the Job Orders issued as the maximum designated in the Contract.

  • Performance and Compliance Purchaser shall have performed all of the covenants and complied, in all material respects, with all the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • Performance of Service; Limitation of Liability A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent. C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.

  • Appropriation of Performance Security (i) Upon occurrence of a Contractor’s Default, the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the relevant amounts from the Performance Security as Damages for such Contractor’s Default. (ii) Upon such encashment and appropriation from the Performance Security, the Contractor shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level the Performance Security, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Contractor shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Authority shall be entitled to terminate the Agreement in accordance with Article 23. Upon replenishment or furnishing of a fresh Performance Security, as the case may be, as aforesaid, the Contractor shall be entitled to an additional Cure Period of 30 (thirty) days for remedying the Contractor’s Default, and in the event of the Contractor not curing its default within such Cure Period, the Authority shall be entitled to encash and appropriate such Performance Security as Damages, and to terminate this Agreement in accordance with Article 23.

  • Proof of Compliance with Disability Benefits Coverage Requirements In order to provide proof of compliance with the requirements of the Workers’ Compensation Law pertaining to disability benefits, a Vendor/Contractor shall: a) Be legally exempt from obtaining disability benefits coverage; or b) Obtain such coverage from an insurance carrier; or c) Be a Board-approved self-insured employer. A Vendor seeking to enter into a Contract with the State of New York shall provide one of the following forms to OGS at the time of Vendor Submission and thereafter, within three (3) days of request: a) Form CE-200, Certificate of Attestation for New York Entities With No Employees and Certain Out of State Entities, That New York State Workers’ Compensation and/or Disability Benefits Insurance Coverage is Not Required, which is available on the Workers’ Compensation Board’s website (xxx.xxx.xx.xxx); (Reference applicable Solicitation and Group #s on the form.); b) Form DB-120.1, Certificate of Disability Benefits Insurance. The Vendor/Contractor must request that its insurance carrier send this form to OGS; or c) Form DB-155, Certificate of Disability Benefits Self-Insurance. The Vendor/Contractor must call the Board’s Self-Insurance Office at 000-000-0000 to obtain this form. Proof of coverage or an exemption shall be submitted to The New York State Office of General Services, New York State Procurement, Corning Tower- 00xx Xxxxx, Xxxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000.

  • System for Award Management (XXX) Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a XXX.xxx proof of registration and Commercial and Government Entity (CAGE) number. Grantee will continue to maintain an active XXX registration with current information at all times during which it has an active award under this Agreement.

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