ESPN AND DEI OBLIGATIONS Sample Clauses

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ESPN AND DEI OBLIGATIONS. During the Term, ESPN and DEI shall have the following obligations to the Partnership.

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• Security for the Obligations To secure the payment and performance by Borrowers of the Obligations hereunder, each Borrower grants, under and pursuant to the Security Agreement executed by Borrowers dated as of the date hereof, to Lender, its successors and assigns, a continuing, first-priority security interest in, and does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Lender, its successors and assigns, all of the right, title and interest of each Borrower in and to the Collateral, whether now owned or hereafter acquired, and all proceeds (including, without limitation, all insurance proceeds) and products of any of the Collateral. At any time upon Lender’s request, Borrowers shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender for the purpose of properly documenting and perfecting the security interests of Lender in and to the Collateral granted hereunder, including any additional security agreements, mortgages, control agreements, and financing statements.

• Our Obligations Some obligations placed on us under this contract may be carried out by another person. If an obligation is placed on us to do something under this contract, then:

• Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

• Guaranty of Obligations Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and timely payment and performance of all of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor.

• Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

• Guarantee of Obligations Guarantor hereby absolutely, unconditionally and irrevocably guarantees and promises, as primary obligor and not merely as surety, intending to be jointly and severally bound, to Lessor and Owner Participant (i) the due and punctual observance and performance by Lessee of each and every duty, obligation, agreement, covenant and condition on Lessee’s part to be observed or performed pursuant to the Lease and each of the other Operative Documents to which Lessee is a party (each, a “Guaranteed Document”, and collectively, the “Guaranteed Documents”), and (ii) the due and punctual payment of any and all amounts required to be paid by Lessee to Lessor, Owner, Owner Participant and each Financing Party (each a “Guaranteed Party” and collectively, the “Guaranteed Parties”) in respect of the Guaranteed Documents, as fully as if the undersigned were a party to said Guaranteed Documents (collectively, the “Obligations”). Guarantor acknowledges that it is fully aware of the terms and conditions of and the transactions contemplated by the Guaranteed Documents. Guarantor hereby agrees that, in the event that Lessee fails to pay any Obligation for any reason on the date on which such Obligation is required to be paid, whether by acceleration or otherwise, Guarantor will pay or cause to be paid such Obligation at the time specified in the Guaranteed Documents, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will promptly be paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal (it being the intention hereof that Guarantor shall promptly pay to the applicable Guaranteed Party, as a payment obligation directly due from Guarantor to such Guaranteed Party, amounts equal to all amounts due to such Guaranteed Party that Lessee shall fail to pay when due under the Guaranteed Documents, whether by acceleration or otherwise). Guarantor hereby agrees that, in the event that Lessee fails to perform any other Obligation for any reason on the date on which such Obligation is required to be performed, Guarantor will cause such Obligation to be performed when due to be performed by Lessee under the Guaranteed Documents, and that in the case of any extension of time of performance or renewal of any of the Obligations, the same will promptly be performed on the date performance is due (whether by extension or otherwise) in accordance with the terms of such extension or renewal.

• Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

• Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

• Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

• Fulfilment of Obligations 1. The Parties shall take all necessary measures to ensure the achievement of the objectives of this Agreement and the fulfilment of their obligations under this Agreement.