Seller Performance Security Sample Clauses

The Seller Performance Security clause requires the seller to provide a financial guarantee, such as a bond or letter of credit, to assure the buyer of the seller’s commitment to fulfill contractual obligations. This security is typically held by the buyer and may be drawn upon if the seller fails to meet agreed performance standards or deadlines. By implementing this clause, the contract mitigates the buyer’s risk of non-performance and incentivizes the seller to comply with the terms, ensuring project completion and protecting the buyer’s interests.
Seller Performance Security. ‌‌ (a) As a condition to the occurrence of the Effective Date, Seller shall have furnished to Buyer one or more letters of credit issued by Qualified Issuers in the form attached hereto as Appendix E, as such form may be modified with the consent of Buyer (not to be unreasonably withheld or delayed) to reflect the reasonable requests of the Qualified Issuer, in the aggregate amount of $2,500,000, which shall secure all of Seller’s obligations to pay liquidated damages under Sections 3.7(a) and 3.7(b) (“Project Development Security”). From and after the Effective Date, Seller shall maintain such Project Development Security until Seller posts the Delivery Term Security pursuant to Section 5.9(b) below, or until Buyer is required to return the Project Development Security under Section 5.9(c) below.‌ (b) As a condition to the achievement of Commercial Operation, Seller shall have furnished to Buyer one or more letters of credit issued by Qualified Issuers, or guarantees from a Qualified Guarantor, or a combination of both, in the form attached hereto as Appendix G, as such form may be modified with the consent of Buyer (not to be unreasonably withheld or delayed) to reflect the reasonable requests of the Qualified Guarantor, as applicable, and in the aggregate amount of $8,000,000, which shall guarantee Seller’s obligations under this Agreement, following the Commercial Operation Date (“Delivery Term Security”); provided that Seller may elect to apply the Project Development Security toward the Delivery Term Security. From and after the Commercial Operation Date, Seller shall maintain such Delivery Term Security until the end of the Agreement Term or until Buyer is required to return the Delivery Term Security to Seller as set forth in Section 5.9(d) below, provided that Seller may, from time to time, replace a letter of credit with a guarantee and vice versa so long as such replacement letter of credit or guarantee shall comply with the applicable provisions of this Agreement and the aggregate amount required above is maintained.‌ (c) If after the Commercial Operation Date no damages or other amounts are due and owing to Buyer under this Agreement, or if this Agreement terminates prior to the occurrence of the Commercial Operation Date while the Project Development Security is outstanding, then Seller shall no longer be required to maintain the Project Development Security, and Buyer shall return to Seller the Project Development Security, less any amounts dra...
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Seller Performance Security. If at any ▇▇▇▇ ▇▇▇▇▇▇ (or Seller’s Guarantor) has Insufficient Credit Status, Seller shall deliver to Buyer within two (2) Business Days following the commencement of such Insufficient Credit Status either (a) a Letter of Credit; (b) a guaranty from a Seller’s Guarantor (substantially in the form attached hereto as Exhibit E) (so long as such Insufficient Credit Status is not with respect to such Seller’s Guarantor) or (c) other collateral in form and substance reasonably acceptable to Buyer, in each case in an amount equal to [**], which amount shall escalate at [**] per annum on January 1, 2024 and on January 1st of each year thereafter until the end of the Term; provided, that if Seller has Insufficient Credit Status as of the date of execution of this Agreement, then Seller shall be obligated to provide Seller Performance Security as of the date of execution of this Agreement. Costs of a Letter of Credit posted hereunder shall be borne by the applicant for such Letter of Credit.
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Seller Performance Security. If at any ▇▇▇▇ ▇▇▇▇▇▇ (or Seller’s Guarantor) has Insufficient Credit Status, Seller shall deliver to Buyer within two (2) Business Days following the commencement of such Insufficient Credit Status either (a) a Letter of Credit; (b) a guaranty from a Seller’s Guarantor (substantially in the form attached hereto as Exhibit E) (so long as such Insufficient Credit Status is not with respect to such Seller’s Guarantor) or (c) other collateral in form and substance reasonably acceptable to Buyer, in each case in an amount equal to [**]; provided, that if Seller has Insufficient Credit Status as of the date of execution of this Agreement, then Seller shall be obligated to provide Seller Performance Security as of the date of execution of this Agreement. Costs of a Letter of Credit posted hereunder shall be borne by the applicant for such Letter of Credit.
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Seller Performance Security. Upon execution of this Agreement, Seller shall deliver to Buyer Eligible Collateral in an amount [***] (the “Seller Performance Security”). The Seller Performance Security shall be reduced to (a) [***] as of the first Day of the [***] Annual Period, (b) [***] as of the first Day of the [***] Annual Period, and (c) [***] as of the first Day of the [***] Annual Period. The parties agree that the initial Seller Performance Security shall be in the form of a Seller Guaranty from Duke Capital Corporation. In the event that a Material Adverse Change occurs in respect of Seller, upon two (2) Business Days prior written notice from Buyer, Seller shall deliver to Buyer replacement Seller Performance Security in the form of Eligible Collateral. Seller shall endeavor to give Buyer prompt written notice of any Material Adverse Change in respect of Seller but the failure to do so shall not be a Default or Event of Default hereunder.
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Seller Performance Security. (a) Within thirty (30) days following the date that the Project Participant Approval has been received, Seller shall have furnished to Buyer a letter of credit issued by a Qualified Issuer substantially in the form of Appendix E, as such form may be modified with the consent of Buyer (not to be unreasonably withheld, conditioned or delayed), in an amount equal to which shall secure all of Seller’s obligations to pay liquidated damages under
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Seller Performance Security. Seller will provide on the Effective Date (as defined below) replacement Eligible Collateral for the Seller Performance Security in accordance with the terms of the PPA. Upon receipt of such replacement Eligible Collateral, GPC will release the existing Eligible Collateral for the Seller Performance Security.
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Related to Seller Performance Security

  • Performance Security 47.1 Within twenty-one (21) days of the receipt of Letter of Acceptance from the Procuring Entity, the successful Tenderer, if required, shall furnish the Performance Security in accordance with the GCC 18, using for that purpose the Performance Security Form included in Section X, Contract Forms. If the Performance Security furnished by the successful Tenderer is in the form of a bond, it shall be issued by a bonding or insurance company that has been determined by the successful Tenderer to be acceptable to the Procuring Entity. A foreign institution providing a bond shall have a correspondent financial institution located in Kenya, unless the Procuring Entity has agreed in writing that a correspondent financial institution is not required. 47.2 Failure of the successful Tenderer to submit the above-mentioned Performance Security or sign the Contract shall constitute sufficient grounds for the annulment of the award and forfeiture of the Tender Security. In that event the Procuring Entity may award the Contract to the Tenderer offering the next lowest Evaluated Tender. 47.3 Performance security shall not be required for a contract, if so specified in the TDS.

  • Release of Performance Security (i) The Authority shall return the Performance Security to the Contractor within 60 (sixty) days of the expiry of the Maintenance Period or the Defects Liability Period, whichever is later, under this Agreement. Notwithstanding the aforesaid, the Parties agree that the Authority shall not be obliged to release the Performance Security until all Defects identified during the Defects Liability Period have been rectified. (ii) The Authority shall return the Additional Performance Security to the Contractor within 28 (twenty eight) days from the date of issue of Completion Certificate under Article 12 of this Agreement. (iii) The Authority shall be liable to pay interest @ 9% (nine per cent) per annum for any delay in the return of Performance Security and Additional Performance Security, if any, beyond the period prescribed above for the period of delay.

  • Appropriation of Performance Security (i) Upon occurrence of a Contractor’s Default, the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the relevant amounts from the Performance Security as Damages for such Contractor’s Default. (ii) Upon such encashment and appropriation from the Performance Security, the Contractor shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level the Performance Security, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Contractor shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Authority shall be entitled to terminate the Agreement in accordance with Article 23. Upon replenishment or furnishing of a fresh Performance Security, as the case may be, as aforesaid, the Contractor shall be entitled to an additional Cure Period of 30 (thirty) days for remedying the Contractor’s Default, and in the event of the Contractor not curing its default within such Cure Period, the Authority shall be entitled to encash and appropriate such Performance Security as Damages, and to terminate this Agreement in accordance with Article 23.

  • CONTRACTOR PERFORMANCE AUDIT The Contractor shall allow the Authorized User to assess Contractor’s performance by providing any materials requested in the Authorized User Agreement (e.g., page load times, response times, uptime, and fail over time). The Authorized User may perform this Contractor performance audit with a third party at its discretion, at the Authorized User’s expense. The Contractor shall perform an independent audit of its Data Centers, at least annually, at Contractor expense. The Contractor will provide a data owner facing audit report upon request by the Authorized User. The Contractor shall identify any confidential, trade secret, or proprietary information in accordance with Appendix B, Section 9(a), Confidential/Trade Secret Materials.

  • SYSTEM PERFORMANCE REQUIREMENTS Certain functions of the Platform are subject to the service level agreement described in the Agreement. The following additional terms apply to Electronic Communication Services (as defined below). Such terms control in the event of a conflict with the terms of the Agreement. 1. These terms apply only to NCR Voyix’s provision of electronic communication services, such as NCR Voyix Pulse Real Time Text Paging, certain NCR Voyix online ordering functionalities and NCR Voyix Consumer Marketing (collectively, “Communication Services”). The Communication Services may enable you to send communications to your patrons, end-users or other recipients (collectively, “Recipients”), including e-mails, text messages or other electronic messages (collectively, “Communications”). Communications may be routed through wireless or mobile carriers, internet service providers or other communication service providers (each, a “CSP”). 2. You are entirely responsible for your use of the Communication Services, including, but not limited to: (a) proper account setup and configuration settings; (b) obtaining consents or opt-ins from Recipients to receive Communications; (c) compliance with requests to opt-out or unsubscribe from Communications; (d) providing all required disclosures; and (e) use of valid phone numbers, e-mail addresses or other communications identifiers as appropriate for the particular type of Communication. You are responsible for compliance with (i) all laws, rules, regulations and ordinances (including, without limitation, the Telephone Consumer Protection Act, the Federal Trade Commission Act, and the CAN-SPAM Act) and (ii) all industry standards and CSP requirements and policies (including, without limitation, all “S.H.A.F.T” rules and similar standards), in each case, as applicable to your use of the Communication Services or the conduct of your business (collectively, “Applicable Legal Requirements”). You will not use the Communication Services in violation of Applicable Legal Requirements or to engage in any illegal or unethical activity. You are solely responsible for the content and accuracy of your Communications and any products or services offered for sale therein. You will not send any misleading, inaccurate, threatening, libelous, obscene, harassing, or offensive Communication. If NCR Voyix provides images or other materials as part of the Communication Services, you may only use them for your permitted use of the Communication Services. Further, you may not use any third-party or purchased e-mail list(s) in connection with the Communication Services. NCR Voyix may immediately suspend or terminate your use of the Communication Services if you breach any obligation under this Section. You agree to immediately report any violation of this Section to NCR Voyix and provide cooperation, as requested by NCR Voyix, to investigate and/or remedy that violation. You are responsible for any and all charges (including, but not limited to, fees associated with text or email messaging) imposed by your CSP. Message and data rates may apply. Such charges include those from your mobile carrier or other CSP. 3. Communications may not be encrypted, so you should use appropriate care when determining the content of any Communications. Delivery and receipt of Communications may be delayed or impacted by technical or other issues with CSPs or other third parties or due to other reasons outside of NCR Voyix’s control. NCR Voyix will not be liable for any losses or damages arising from the disclosure of any Communication to any third party or the non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, any Communication sent via the Communication Services. 4. You will indemnify, defend and hold harmless NCR Voyix and its affiliates, suppliers, agents and representatives against any and all claims, losses, costs, fines, fees, liabilities or obligations arising from: (a) your use of the Communication Services or the conduct of your business; or (b) your violation of Applicable Legal Requirements. The indemnified parties hereunder are intended third-party beneficiaries of this Section.