Unconditional Undertaking Sample Clauses
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Unconditional Undertaking. Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of SPE and the Administrative Agent (for itself and for the benefit of the Secured Parties) to cause the due and punctual performance and observance by the Servicer and each other Originator and their respective successors and assigns (collectively, the “Synnex Entities”) of all of the terms, covenants, conditions, agreements and undertakings on the part of such Synnex Entity to be performed or observed under the Sale Agreement or any document delivered by such Synnex Entity in connection with the Sale Agreement, the Funding Agreement and the Related Documents in accordance with the terms thereof, including the punctual payment when due of all obligations of such Synnex Entity now or hereafter existing under the Sale Agreement whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys, auditors and accountants) incurred by SPE, the Administrative Agent and their respective assigns in enforcing any rights under this Agreement; provided that the foregoing unconditional undertaking of Parent is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Receivables. Parent agrees that each of its Subsidiaries that becomes an “Originator” under the Sale Agreement shall be deemed to be an “Originator” for purposes of this Agreement. In the event that any Synnex Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under the Sale Agreement or any such other Related Document, then Parent will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Guaranteed Obligations, and it shall not be a condition to the accrual of the obligation of Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the same to be performed or observed) that SPE or the Administrative Agent, as applicable, shall have first made any request of or demand upon or given any notice to Parent or to any Synnex Entity or their respective successors or assigns, or have instituted any action or proceeding against Parent or any ...
Unconditional Undertaking. The Swap Guarantor hereby unconditionally and irrevocably guarantees to the Swap Counterparty the punctual payment when due of any Swap Breakage Costs due under the Swap and any other Transaction Document (the "SWAP GUARANTY REQUIREMENTS"). In the event that the Trust shall fail to pay the Swap Guaranty Requirements when the same shall be required to be paid under the Swap or any such other document, then upon either actual knowledge of an officer of the Swap Guarantor or demand of the Indenture Trustee or any Secured Party, the Swap Guarantor shall make payment upon demand to the Swap Counterparty to allow such Swap Guaranty Requirements to be satisfied.
Unconditional Undertaking. (a) The Parent Guarantor hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Borrower and the Administrative Agent to:
(i) cause the due and punctual performance and observance by Sunnova Management and its successors and assigns of all terms, covenants, conditions, agreements, undertakings and other obligations to be performed or observed by Sunnova Management under the Facility Administration Agreement in accordance with the respective terms thereof (collectively, the “Obligations”),
(ii) upon the receipt of notice by the Borrower or the Administrative Agent of the existence of a Defective Solar Asset, within sixty (60) days of such notice, cure in all material respects the circumstance or condition which has caused such Solar Asset to become a Defective Solar Asset or pay the Liquidated Damages Amount in respect of Defective Solar Asset; provided that instead of paying the Liquidated Damages Amount in respect of a SAP II Solar Asset, the Parent may instead elect in its sole discretion, subject to the satisfaction of the conditions set forth in Section 2.8 of the Credit Agreement, to substitute one or more Substitute Solar Assets for such Defective Solar Asset and pay the related Substitution Shortfall Amount, if any, on any date prior to expiration of such sixty (60) day cure period, and
(iii) pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Borrower or the Administrative Agent in enforcing their respective rights against Sunnova Management under the Facility Administration Agreement and this Guaranty. For purposes of this Section 1, the following terms shall have the meanings set forth below:
Unconditional Undertaking. Dell hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Trustee to cause the due and punctual performance and observance by the Servicer (for as long as Dell USA L.P., or any Person who assumes the role of Servicer pursuant to a merger or consolidation permitted under Section 8.02 of the Pooling and Servicing Agreement, is the Servicer) of all of the covenants, agreements and undertakings under Sections 3.02, 3.04 and 11.05 of
Unconditional Undertaking. The Swap Guarantor hereby unconditionally and irrevocably guarantees to each Swap Counterparty the punctual payment when due of any Swap Breakage Costs due such Swap Counterparty under its Swap and any other Transaction Document (the “Swap Guaranty Requirements”). In the event that the Issuer shall fail to pay the Swap Guaranty Requirements when the same shall be required to be paid under the applicable Swap or any such other document (it being understood that any payment by the Issuer in respect of Swap Breakage Costs would be paid pursuant to Section 7.05 hereof), then, upon either actual knowledge of an officer of the Swap Guarantor or demand of the Indenture Trustee or the applicable Swap Counterparty, the Swap Guarantor shall make payment upon demand to the applicable Swap Counterparty to allow such Swap Guaranty Requirements to be satisfied. The Swap Guarantor shall also pay all costs, fees and expenses (including reasonable attorneys fees) incurred by each Swap Counterparty in collecting or enforcing the Swap Guarantor’s obligations hereunder.
Unconditional Undertaking. The Companies hereby jointly and severally, unconditionally and irrevocably undertake and agree with and for the benefit of the Beneficiaries to cause the due and punctual performance and observance by the Originator and its successors and assigns of all of the terms, covenants, conditions, agreements and undertakings on the part of the Originator (whether as Originator, Collection Agent or otherwise) to be performed or observed under the Originator Agreement, the Sale Agreement, each other Transaction Document (as defined under the Sale Agreement) and any document delivered in connection with any of the foregoing in accordance with the terms thereof (each of the foregoing, collectively, the "Applicable Documents"), including, without limitation, the punctual payment when due of all obligations of the Originator now or hereafter existing under the Applicable Documents, whether for indemnification payments, fees, expenses or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations being the "Obligations"), and agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Beneficiaries in enforcing any rights under this Agreement; provided, that, in no event, shall the undertaking contained herein constitute a guaranty of the ability to collect on, or
Unconditional Undertaking