Transferor’s Due Performance Sample Clauses

Transferor’s Due Performance. 6.1.2.1 All of the representations and warranties of Transferor set forth in this Agreement shall be true, correct and complete in all material respects (determined for purposes of this Section 6.1.2.1 without regard to any materiality qualification or exception contained herein) as of the Closing Date (or, in the case of a representation that by its terms is made as of a specified date, as of such date), with appropriate modifications or qualifications to those representations and warranties to reflect actions taken in accordance with Article 10 hereof and the results of any casualty or condemnation. 6.1.2.2 Transferor, on or prior to the Closing Date, shall have complied with and/or performed in all material respects all of the obligations, covenants and agreements required on the part of Transferor to be complied with or performed pursuant to the terms of this Agreement.
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Transferor’s Due Performance. All of the representations and warranties of Transferor set forth in this Agreement shall have been true, correct and complete in all material respects as of the Execution Date and, as of the Closing Date, there shall be no Material Adverse Change (as hereinafter defined) in any of the representations and warranties of Transferor set forth in this Agreement. Transferor, on or prior to the Closing Date, shall have complied with and/or performed all of the obligations, covenants and agreements required on the part of Transferor to be complied with or performed pursuant to the terms of this Agreement. As used herein, the term "MATERIAL ADVERSE CHANGE" shall mean a change in circumstance which has a direct and significant reduction in the value of the property. A significant reduction shall be $500,000.00 or more.
Sample 1
Transferor’s Due Performance. All of the representations and warranties of PMB LLC and the applicable Transferor set forth in this Agreement, any “Bringdown Certificate” (as hereinafter defined) or, if applicable, the Certificate of Representations, shall be true, correct and complete in all material respects as of the applicable Closing Date for such Property, and PMB LLC and such Transferor, on or prior to such Closing Date, shall have complied in all material respects with and/or performed all of the obligations, covenants and agreements required on the part of such party to be complied with or performed pursuant to the terms of this Agreement.
Sample 1

Related to Transferor’s Due Performance

  • Due Performance Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may, in writing, demand adequate assurance of due performance and until such written assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received.

  • Portfolio Expense and Performance Data The Trust shall provide such data regarding each Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Variable Contracts (and as otherwise reasonably requested by the Company), but in no event later than 10 calendar days after the close of each Portfolio’s fiscal year: (a) The gross “Annual Portfolio Company Expenses” for each Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); (b) The net “Annual Portfolio Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4, (ii) Instruction 4 to Item 17 of Form N-4, (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Fund); and (c) The “Average Annual Total Returns” for each Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).

  • Seller’s Performance All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.

  • Purchaser’s Performance All of the other covenants and obligations that the Purchaser is required to comply with or to perform pursuant to this Agreement at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been complied with and performed in all material respects.

  • TIMELY PERFORMANCE (a) SELLER's timely performance is a critical element of this Contract. (b) SELLER shall provide LOCKHEED XXXXXX status of performance of this Contract when requested. In addition, if SELLER becomes aware of an impending labor dispute involving SELLER or any lower tier subcontractor, or any other difficulty in performing the Work, SELLER shall timely notify LOCKHEED XXXXXX, in writing, giving pertinent details. These notifications shall not change any delivery schedule.

  • 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.

  • Performance Deposit Within one Business Day of execution of this Agreement, Purchaser shall pay to Seller by wire transfer a deposit in the amount of Forty Million Dollars ($40,000,000.00) (“Performance Deposit”) to be held by Seller in accordance with this Agreement. In the event that the transactions contemplated by this Agreement are consummated, the Performance Deposit shall be applied to the Purchase Price as set forth in Section 2.5(b) below. In the event this Agreement is terminated, the Performance Deposit plus any interest earned thereon shall be applied in accordance with the provisions of Article X.

  • Indemnity for Performance Agreements The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees, unless such claims are based in whole upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents. If based in part upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents, Vendor shall be responsible for their proportional share of the claim. By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

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