Substitute Performance. A TopCo may perform some or all of its obligations hereunder by providing for substitute performance thereof by another Person (including a Borrower or a Transferor, a “Performing Person” for the purposes of this Section 9.11), provided that a TopCo’s obligations hereunder shall be absolute and unconditional and shall not be released, discharged, diminished, limited or in any way affected by any matter, act, failure to act, or circumstance whatsoever prior to the satisfaction of such obligations in full, including:
(a) any lack of power, incapacity or disability of a Performing Person;
(b) any lack of validity, illegality, unenforceability, impossibility, impracticability, frustration of purpose, force majeure or act of government or governmental authority of or relating to such obligations or the Performing Person;
(c) any irregularity, defect or informality, or any fraud, on the part of the Performing Person;
(d) the financial condition, insolvency or bankruptcy or, where applicable, reorganization or winding-up of the Performing Person;
(e) any defence, right of set-off, counterclaim, combination of accounts, cross-claim or other right or privilege available to, or a discharge of, the Performing Person with respect to such obligations; or
(f) any loss or impairment of any right of any Person to claim subrogation, reimbursement, contribution or indemnity from another Person; which circumstances shall not reduce, relieve or excuse TopCo’s obligations hereunder or permit any delay in the performance thereof. For greater certainty, this provision shall not constitute the Counterparty’s consent to an assignment to or an assumption by a Performing Person of a TopCo’s obligations hereunder, but rather is only intended to permit a TopCo to satisfy its obligations hereunder through the actual performance of such obligations by to or by another Person. No actions, omissions, conduct or dealings by the Counterparty in relation to, in respect of or with a Performing Person shall constitute the substitution or replacement of a TopCo’s obligations hereunder or the waiver thereof. The acceptance by the Counterparty of any performance by a Performing Person in respect of an obligation hereunder shall not preclude, diminish, limit or in any way affect the exercise of rights against the TopCo by the Counterparty hereunder.
Substitute Performance. If DISTRIBUTOR is delayed by an event of Force Majeure, UT shall, at its sole option, allow a third party to cover the services related to the distribution of UT Product that DISTRIBUTOR was unable to complete due to its delay and such third party shall receive the fees DISTRIBUTOR would have received during its period of delay.
Substitute Performance. If a condition of Force Majeure arises that affects ABX’s ability to provide all or part of the Services required hereunder, DHL shall have the right, but not the obligation, to perform or arrange for another party or parties to perform such Services until such time as such Force Majeure can be cured and for a reasonable period thereafter and, except as otherwise provided for herein, ABX shall be reinstated as soon as is reasonable under the circumstances.
Substitute Performance. If Debtor shall fail to maintain the required insurance, pay taxes or other charges, properly maintain or repair the Equipment, or perform any other duty or obligation required hereunder, Company may at any time thereafter (but shall not be required to) perform any such duty or obligation to the extent determined by Company and make expenditures for any or all such purposes in order to maintain and preserve the Equipment. The amount so expended, together with interest thereon at the lessor of eighteen percent (18%) per annum or the highest lawful contract rate of interest, shall be immediately due and payable by Debtor to Company and shall be secured by the security interest herein granted.
Substitute Performance. In the event the Company fails to perform any part of the Scope of Services within the time frame set forth in this Agreement without good cause, then, without limiting any other remedies available to the City, the City may take either or both of the following actions:
a. Employ such means as it may deem advisable and appropriate to continue work until the matter is resolved and the Company is again able to carry out operations under this Agreement; and
b. Deduct any and all operating expenses incurred by the City from any money then due or to become due the Company and, should the City's cost of continuing the operation exceed the amount due the Company, collect the amount due from the Company.
Substitute Performance. Notwithstanding anything contained herein to the contrary, in the event that (i) Buyer directs Seller to suspend shipments pursuant to Section 2.05, or (ii) Buyer rejects any shipment pursuant to Section 2.05 or 2.07, then Buyer shall have the right to purchase replacement coal ("Replacement Coal") from alternative sources if the Seller does not provide to Buyer Replacement Coal having the characteristics provided in Section 2.01 within a time period which is reasonably acceptable to Buyer based on Buyer's then current coal requirements. In the event Buyer purchases Replacement Coal pursuant to this Section 2.08 (whether from Seller or a third party), then Seller shall reimburse Buyer for the difference between the cost of the delivered Replacement Coal (including transportation costs) and the payments that Buyer would otherwise have made to Seller and the transportation carrier for the deliveries of such coal hereunder, and Seller shall make such payment within thirty (30) days of receipt from Buyer of an invoice specifying such excess costs.
Substitute Performance. If SPECIALTY PHARMACY is delayed by an event of Force Majeure, UT shall, at its sole option, allow a third party to cover the services related to the dispensing of Product that SPECIALTY PHARMACY was unable to complete due to its delay and such third party shall receive the fees SPECIALTY PHARMACY would have received during its period of delay.
Substitute Performance. The “Borrower” is obligated to reimburse each “Bank” for those losses and costs which are incurred as a result of the “Bank” having refinanced a “Drawdown” requested by a “Borrower” without being able to pay out this amount because the preconditions established in this Facility Agreement for the “Drawdown” have been completely or partially not fulfilled or are no longer fulfilled.
Substitute Performance. If Lessor fails to perform any material obligation of Lessor under this Agreement within thirty (30) days after written notice from Lessee describing the performance in reasonable detail, which notice shall not be sent until after the due date for such performance, then Lessee shall have the right to perform the obligation at the cost of Lessor, and Lessor shall pay Lessee the reasonable cost of such performance within thirty (30) days after Lessor’s receipt of an invoice for the same and reasonable supporting documentation.
Substitute Performance. If you do not maintain liability insurance, pay taxes and charges as required under this Agreement or discharge any encumbrance created by you on any Item, we reserve the right to substitute performance. You will pay us the cost thereof, as additional Payment Amount, together with all fees and expenses we incur rendering substitute performance on your behalf.
