Performance by Parent Sample Clauses

Performance by Parent. Subject to the terms of the KMP Agreement and the KMR Agreement, Parent shall cause its Subsidiaries to comply with the provisions of this Agreement (it being understood that with respect to KMP and its general partner and KMR and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of KMP and its general partner and KMR.).

Performance by Parent. Parent and Sub shall have performed and complied with all of the covenants and agreements in all material respects and satisfied in all material respects all of the conditions required by this Agreement to be performed or complied with or satisfied by Parent and Sub at or prior to the Effective Time.

Performance by Parent. The Parent agrees that its liability in this Parent Guarantee shall be immediate and shall not be contingent upon the exercise or enforcement by any holder of Notes of whatever remedies such holder may have against the Company or the Parent or the enforcement of any Lien or realization upon any security such holder may at any time possess or have available for its benefit. The guarantee set forth in this Parent Guarantee is a primary and original obligation of the Parent and is an absolute, unconditional, continuing and irrevocable guaranty of payment and shall remain in full force and effect without respect to future changes in conditions, including, without limitation, change of law, or any invalidity or irregularity with respect to the issuance of any obligations (including, without limitation, any of the Notes) of the Company, or with respect to the execution and delivery of any agreement (including, without limitation, any of the Note Purchase Agreements or any of the other Financing Documents) among the Company, the Parent and any one or more of the holders of Notes, or with respect to the genuineness, validity, regularity or enforceability of any of the Guarantied Obligations. Without limiting the scope of the foregoing, but in addition thereto, the obligations of the Parent hereunder shall not be discharged or impaired by: any default, failure or delay, willful or otherwise, in the performance of any obligations by the Company; any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any merger, consolidation, reorganization, dissolution, liquidation or winding up or change in corporate constitution or corporate identity or loss of corporate identity of the Company; impossibility or illegality of performance on the part of the Company under this Note Purchase Agreement or the Notes; in respect of the Company, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company and whether or not of the kind hereinbefore specified; any attachment, claim, demand, charge, Lien, ord...

Performance by Parent. Parent and Merger Sub shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by them under the terms of this Agreement on or prior to the Closing Date.

Performance by Parent. All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Parent on or before the Closing shall have been complied with and performed in all material respects.