PAYMENT OR PERFORMANCE BY GUARANTOR Sample Clauses

PAYMENT OR PERFORMANCE BY GUARANTOR. If for any reason Borrower fails to perform and complete the applicable Work substantially in accordance with the terms and conditions of the Loan Agreement and the Plans and Specifications, then, within thirty (30) Business Days after written notice from Administrative Agent, Guarantor shall either (i) immediately assume all responsibility for the full performance and completion of the Work and take such other action(s) as Administrative Agent may reasonably require to remedy the failure to complete such Work subject to the limitations set forth in the Loan Documents or (ii) in lieu thereof, at the election of Guarantor, make a payment to Administrative Agent in the amount of the Estimated Completion Costs. As used herein, the term “Estimated Completion Costs” shall mean an amount, as determined by Administrative Agent in good faith, equal to the cost to pay for and/or perform, as applicable, the Guaranteed Obligations. Guarantor shall have the right, at its sole cost and expense, within seven (7) Business Days of its receipt of Administrative Agent’s determination of the Estimated Completion Costs, to contest in good faith Administrative Agent’s determination of the Estimated Completion Costs provided that each of the following are satisfied: (1) Guarantor provides, from a Third Party Construction Expert (defined below), its own good faith estimate of the cost to pay for and/or perform, as applicable, the Guaranteed Obligations (the amount of such estimate, the “Guarantor Estimated Amount”), (2) if required by Administrative Agent, Guarantor pays to Administrative Agent (for the benefit of the Lenders) an amount equal to the Guarantor Estimated Amount (which amount shall be credited towards Guarantor’s obligations hereunder) and (3) Administrative Agent’s rights to seek a future claim against Guarantor hereunder are not otherwise materially and adversely impacted as a result thereof (provided that, to the extent that (A) such material and adverse impact could be fully avoided in accordance with applicable laws and in a manner reasonably satisfactory to Administrative Agent by delivery of a waiver by Guarantor and (B) Guarantor duly provides such waiver described in clause (A), then the condition under this subclause (3) shall be deemed satisfied). If each of the foregoing conditions (1) through (3) are satisfied in accordance with the immediately preceding sentence and any disagreement remains between Administrative Agent and Guarantor as to the Estimate...
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Related to PAYMENT OR PERFORMANCE BY GUARANTOR

  • Timing of Payment or Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

  • Performance by Borrower Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender.

  • Performance by Secured Party If Debtor fails to perform any agreement or obligation provided herein, Secured Party may itself perform, or cause performance of, such agreement or obligation, and the expenses of Secured Party incurred in connection therewith shall be a part of the Indebtedness, secured by the Collateral and payable by Debtor on demand.

  • 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.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

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

  • Performance Obligations The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Performance by Lender If the Pledgor shall fail to perform, observe or comply with any of the conditions, covenants, terms, stipulations or agreements contained in this Agreement or any of the other Financing Documents, the Lender without notice to or demand upon the Pledgor and without waiving or releasing any of the Obligations or any Default or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of the Pledgor, and may enter upon the premises of the Pledgor for that purpose and take all such action thereon as the Lender may consider necessary or appropriate for such purpose and the Pledgor hereby irrevocably appoints the Lender as its attorney-in-fact to do so, with power of substitution, in the name of the Lender or in the name of the Pledgor or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Pledgor and without notice to the Pledgor. All sums so paid or advanced by the Lender together with interest thereon from the date of payment, advance or incurring until paid in full at the Post-Default Rate and all costs and expenses, shall be deemed part of the Enforcement Costs, shall be paid by the Pledgor to the Lender on demand, and shall constitute and become a part of the Obligations.

  • Timely Performance Time is of the essence as to the performance of the obligations required of the respective parties under this Agreement.

  • Performance by Lessee on Behalf of Lessor In the event that neither Lessor nor Lender cures said breach within thirty (30) days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent an amount equal to the greater of one month's Base Rent or the Security Deposit, and to pay an excess of such expense under protest, reserving Lessee's right to reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor.

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