Performance and Enforcement Sample Clauses

The Performance and Enforcement clause defines the obligations of the parties to fulfill their contractual duties and outlines the mechanisms available to ensure compliance. Typically, this clause specifies the standards or timelines for performance and may detail remedies or enforcement actions if a party fails to meet its obligations, such as the right to seek specific performance or damages. Its core function is to provide a clear framework for holding parties accountable, thereby reducing the risk of non-performance and offering recourse if contractual terms are breached.
Performance and Enforcement. (a) The Issuer will faithfully observe and perform, or cause to be observed and performed, all its covenants, agreements, conditions and requirements contained in the Security Documents in accordance with the terms thereof and will maintain the validity and effectiveness of such instruments and the pledge thereof to the Trustee. The Issuer will not take any action, nor permit any action to be taken, that will release any party to such instruments from any of its obligations or liabilities thereunder, or will result in the termination, modification or amendment, or will impair the validity, of any such instruments, except as expressly provided for herein and therein. The Issuer will give the Trustee and the Servicer written notice of any default by any party to any of such instruments promptly after it becomes known to the Issuer. (b) Subject to the provisions of the Leases, the Mortgage and the Mezzanine Loan Agreement in the event of a casualty or condemnation resulting in the payment of any Proceeds, the Servicer shall hold such Proceeds as part of the Collateral in an Eligible Account (the "CASUALTY ACCOUNT"), in the name of the Servicer as agent for the Trustee and shall disburse or apply such Proceeds in accordance with the provisions of the Mortgage and the Mezzanine Loan Agreement.
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Performance and Enforcement. (a) The Issuer will faithfully observe and perform, or cause to be observed and performed, all its covenants, agreements, conditions and requirements contained herein and, subject to any notice and/or cure periods provided therein, in the other Security Documents or in any other instrument included in the Trust Estate strictly in accordance with the terms thereof and will maintain the validity and effectiveness of such instruments and the pledge thereof to the Trustee. The Issuer will take no action, nor will it permit any action to be taken, which will release any party to such instruments from any of its obligations or liabilities thereunder, or will result in the termination, modification or amendment, or will impair the validity, of any such instruments except, in each case, as expressly provided for herein and therein. The Issuer will give the Trustee written notice of any default by any party to any of such instruments promptly after it becomes known to the Issuer. (b) At the request of the Trustee, the Issuer will, at its expense but subject to the direction and control of the Trustee, take such action, or at the Trustee's request furnish funds sufficient to enable the Trustee to take such action under or pursuant to this Indenture, as the Trustee may deem necessary for enforcing this Indenture, the Security Documents or any other instrument included in the Trust Estate.
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Performance and Enforcement. The Lessee shall duly (i) perform and observe in all respects its covenants and obligations under all Operative Documents and (ii) operate and maintain the Project in accordance with Prudent Industry Practice and Applicable Law, except to the extent that the applicability thereof is being contested in good faith unless in the case of clause (i), the failure to perform or observe such covenant or such obligation or (ii) in the case of clause (ii), such contest, in each case, would be expected to result in a loss of revenues attributable to the use of the Project as contemplated by the Operative Documents in excess of $1,500,000, taking into account any Claims arising under Sections 5.2, 5.3 and 5.28 hereunder.
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Performance and Enforcement. The Borrower shall be responsible --------------------------- for, and shall fully and completely perform and discharge, and shall cause its Subsidiaries to perform and discharge, any and each obligation the Borrower and its Subsidiaries now has or the Borrower and its Subsidiaries hereafter may have under or with respect to any Loan Document or Lease Document punctually as and when due, in accordance with the terms thereof.
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Performance and Enforcement. The Borrower shall duly and punctually perform and comply with any and all representations, warranties, covenants and agreements expressed as binding upon the Borrower under the Residency Agreements; enforce the payment and performance by the Residents of their obligations under the Residency Agreements in all material respects; appear in and defend any action or proceeding brought against it in any manner connected with any Residency Agreements; and deliver to the Bank such further information, and execute and deliver to the Bank such further assurances, with respect to the Residency Agreements as the Bank from time to time request.
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Performance and Enforcement. 22 5.2 Maintenance of Existence.................................. 22 5.3 Maintenance of Personal Property and Leased Assets........ 22 5.4
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Performance and Enforcement. (a) The Issuer will faithfully observe and perform, or cause to be observed and performed, all its covenants, agreements, conditions and requirements contained in the Security Documents in accordance with the terms thereof and will maintain the validity and effectiveness of such instruments and the pledge thereof to the Trustee. The Issuer will not take any action, nor permit any action to be taken, that will release any party to such instruments from any of its obligations or liabilities thereunder, or will result in the termination, modification or amendment, or will impair the validity, of any such instruments, except as expressly provided for herein and therein. The Issuer will give the Trustee and the Servicer written notice of any default by any party to any of such instruments promptly after it becomes known to the Issuer. (b) Subject to the provisions of the Leases and the Mortgage in the event of a casualty or condemnation resulting in the payment of any proceeds, such proceeds shall be held in trust and applied in accordance with provisions of the Mortgage, the Servicer shall hold such Proceeds as part of the Collateral in an Eligible Account (the "Casualty Account"), in the name of the Servicer as agent for the Trustee, shall invest the funds in the Casualty Account in the manner described in the Cash Management Agreement and shall disburse or apply such Proceeds in accordance with the provisions of Article 15 of the Mortgage. (c) The Issuer agrees to undertake any reasonable action necessary to maintain ratings of each Class of the Notes by each of the Rating Agencies (including the payment all Rating Surveillance Charges).
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Performance and Enforcement. The Company shall duly perform and observe all of the covenants, agreements and conditions on its part to be performed and observed under each Operative Document and shall (a) perform and observe its and the Owner Lessor’s covenants, agreements and conditions contained in any of the Material Project Documents, (b) enforce, defend and protect all of its and the Owner Lessor’s rights contained in any of the Material Project Documents and (c) take all reasonable and necessary actions to prevent the termination or cancellation of any of the Material Project Documents, except, with respect to the requirements set forth in clauses (a), (b) and (c) above, but not with respect to the EPC Contract, to the extent that the Owner Lessor and the Owner Participant and, so long as the Lien of the Security Documents has not been terminated or discharged, the Indenture Trustee shall have received an Officer’s Certificate from the Company stating that the failure to comply with any of the provisions of such clauses could not reasonably be expected to result in a Material Adverse Effect; provided, that, during the Construction Period, the Company shall be subject in all respects to the terms of the Construction Agency Agreement and Article XI and not this Section 7.12.
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Performance and Enforcement. The Borrower shall duly and punctually perform and comply with any and all representations, warranties, covenants and agreements expressed as binding upon the Borrower under the Residency Agreements; enforce the payment and performance by the Residents of their obligations under the Residency Agreements in all material respects; appear in and defend any action or proceeding brought against it in any manner connected with any Residency Agreements; and deliver to the Administrative Agent such further information, and execute and deliver to the Administrative Agent such further assurances, with respect to the Residency Agreements as the Administrative Agent from time to time request.
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Related to Performance and Enforcement

  • Compliance and Enforcement 1. These provisions address the additional contractual remedies available to the Airport Board as a result of the Contractor’s failure to comply with the obligations set forth in the M/WBE Program Policy and Administrative Procedures. The contractual remedies set forth are also applicable to the Contractor’s failure to comply with the Program requirements, as well as any remedies available at law or in equity. These remedies are not intended to apply to the Contractor’s failure to comply with other obligations under the Contract unrelated to the Program requirements or preclude Airport Board’s recovery of its actual damages for such unrelatedbreaches. 2. The Contractor must attend and participate in onboarding, progress, non- compliance meetings and site visits upon request. The Contractor must forward all necessary documents and information during the course of performance and to close out the Contract and must cooperate with BDDD in providing any information, including the final accounting for M/WBE participation on the Contract. 3. BDDD is empowered to receive and investigate complaints and allegations by M/WBEs, third parties or Airport Board Staff, or to initiate its own investigations, regarding Contractor’s compliance with the Program requirements. If BDDD determines that an investigation is warranted, the Contractor must fully cooperate with the investigation and provide complete, truthful information to the Airport Board or its representatives concerning the investigation and Contractor’s compliance with the Program requirements. 4. The failure of the Contractor to meet the M/WBE contractual commitment or comply with any other aspect of the Program requirements will constitute a material breach of the Contract entitling the Airport Board or its representatives to exercise any remedy available in this Contract, the Program requirements or applicable law. In addition, the failure of the Contractor to meet the M/WBE contractual commitment or comply with any other aspect of the Program requirements may be considered and have a bearing on future contract award considerations. 5. Any suspected false, fraudulent or dishonest conduct relating to the Contractor’s performance of the Program requirements may be reported to the Airport Board’s Department of Audit Services or to any applicable enforcement agency, including the State Attorney General's Office and appropriate federal law enforcement authorities. 6. If Contractor is in breach of any of the Program requirements, the Airport Board or its representatives may exercise any of following remedies, in addition to any other remedies available to it under this Contract or at law or in equity: a. withholding funds payable under this Contract, including, but not limited to, funds payable for work self-performed by the Contractor or applicable retainage; b. temporarily suspending, at no cost to DFW, Contractor’s performance under the Agreement/Contract; c. termination of the Agreement/Contract; d. suspension/debarment of Contractor for a period of time from participating in any solicitations issued by DFW for severity of breach of Contract. 7. With respect to a firm not meeting a goal on a previous contract or the underutilization of an M/WBE (or SBEs, if applicable) on a previous contract, BDDD shall regard as non-responsive any bid, proposal or competitive selection process proposal received that includes the Contractor, consultant as a Contractor, consultant, subcontractor, subconsultant, joint venture, supplier, manufacturer’s representative, or broker. 8. With respect to M/WBE firms, a finding of non-compliance could result in a denial of certification or removal of eligibility and/or suspension and debarment.

  • Monitoring and Enforcement 1. The Parties have jointly selected ▇▇▇▇▇ ▇▇▇▇▇▇ as the Monitor for this Interim Agreement. The State and PPSD will contract with the Monitor to provide monitoring services pursuant to this Interim Agreement, subject to applicable purchasing laws. In the event that the Monitor resigns or the Parties agree to replace the Monitor, the Parties will select a replacement. If the Parties are unable to agree on a replacement within 30 days from the date the Parties receive a notice of resignation from the Monitor, or from the date the Parties agree to replace the Monitor, they shall each submit the names of up to three candidates and shall select the replacement from the names submitted. 2. The Monitor shall conduct the factual investigation and verification of data and documentation necessary to determine whether the Parties are in compliance with this Interim Agreement, on a monthly cycle continuing during the pendency of the Interim Agreement. The Monitor may hire staff and consultants, in consultation with and subject to reasonable objections by the Parties, including but not limited to the economic efficiency of the Monitor or other budgetary requirements, to assist in his/ her compliance investigations. The Monitor and any hired staff or consultants are neither agents nor business associates of the State, the City of Providence/PPSD, or the United States Department of Justice. 3. The Monitor shall provide a written report to the Parties regarding the State and PPSD’s compliance with the terms of this Interim Agreement every 90 days for the first year of this Interim Agreement and every 180 days thereafter. The first report shall be issued two months from the effective date of this Interim Agreement. At the request and with the consent of the Parties, the Monitor may hold an informational and review meeting after the filing of each written report. The Monitor shall provide the Parties a draft of his/her report at least 7 days before issuing the report. The Parties shall have the opportunity to review and comment on the proposed report. The Parties may agree to allow the Monitor an additional 5 days to finalize a report after he/she receives comments from the Parties. 4. In order to determine compliance with this Interim Agreement, the Monitor and any hired staff or consultants shall have full access to the people, places, documents and materials that are necessary to assess the State and City of Providence/PPSD’s compliance with this Interim Agreement, to the extent they are within the State or PPSD’s custody or control. This shall include, but not be limited to, access to the data and records maintained by the State and PPSD pursuant to Section XIV above. The Monitor and any hired staff or consultants may also interview individuals receiving services under this Interim Agreement with the consent of the individual or his/her authorized representative. The Monitor’s access to people, places, documents and materials shall continue until the Interim Agreement is terminated. Any individually identifying health or education information that the Monitor and any hired staff or consultants receive or maintain shall be kept strictly confidential. 5. The Monitor shall also have access to any and all: a. Data collected by the State or PPSD; b. Information necessary to determine that placements, pursuant to the terms of this Interim Agreement, meet the definition and standards set forth in Section V; c. Information necessary to ensure that the Interim Agreement outcomes set forth in Section IV are met; and d. Information necessary to evaluate the quality and quantity of Supported Employment Services provided to persons with I/DD under this Interim Agreement. 6. The Monitor and any hired staff or consultants shall not be liable for any claim, lawsuit, or demand arising out of their duties under this Interim Agreement. This paragraph does not apply to any proceeding before this Court for enforcement of payment of contracts or subcontracts for reviewing compliance with this Interim Agreement. 7. The Monitor and any hired staff or consultants shall not be subject to formal discovery, including, but not limited to, deposition(s), request(s) for documents, request(s) for admissions, interrogatories, or other disclosures. The Parties are not entitled to access the Monitor’s records or communications, or those of his/her staff and consultants, although the Monitor may provide copies of records or communications at the Monitor’s discretion. 8. Reimbursement and Payment Provisions a. The allocation of the cost of the Monitor between the State and PPSD, including the cost of any consultants and staff to the Monitor, shall be determined by the State and PPSD, based upon utilization of the Monitor’s services. All reasonable expenses incurred by the Monitor in the course of the performance of his/her duties as set forth in this Interim Agreement shall be reimbursed by the State and PPSD. The United States shall bear its own expenses in this matter. If a dispute arises regarding reasonableness of fees or costs, the Monitor shall provide an accounting justifying the fees or costs. b. Within 10 business days of his/her appointment, the Monitor shall submit to the Parties for approval a proposed budget for the first six months of operations. Then, annually thereafter. c. The Parties shall raise with the Monitor any objections they may have to the draft of the proposed budget within ten days of its receipt. The Parties and the Monitor shall work to resolve any objections within ten days of an objection being raised. If the objection cannot be resolved, a Party may thereafter file the objection with the Court. d. At any time, the Monitor may submit to the Parties for approval a proposed revision to the approved budget, along with any explanation of the reason for the proposed revision. Budget revisions will be effective upon approval by the Parties. 9. The Monitor, including any hired staff or consultants, shall not enter into any contract with the State or the City of Providence/PPSD while serving as the Monitor. If the Monitor resigns from his/her position as Monitor, he/she may not enter into any contract with the State or the City of Providence/PPSD on a matter related to this Interim Agreement during the pendency of this Interim Agreement without the written consent of the United States. 10. The Monitor, and any hired staff or consultants, shall refrain from any public oral or written statements to the media, including statements “on background,” regarding this Interim Agreement, its implementation, or the State or the City of Providence/PPSD’s compliance.

  • Construction and Enforcement This Agreement shall be construed in accordance with the laws of the State of Florida, without and application of the principles of conflicts of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder. Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in St. Lucie County in the State of Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in St. Lucie County, Florida, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in St. Lucie County, Florida, has been brought in an inconvenient forum.

  • Interpretation and Enforcement (a) The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. (b) Each of the Company and Consultant (and, to the extent permitted by law, on behalf of their respective equity holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Agreement and the transactions contemplated hereby. Each of the Company and Consultant hereby certify that no representative or agent of the other party has represented expressly or otherwise that such party would not seek to enforce the provisions of this waiver. Further, each of the Company and Consultant acknowledges that each party has been induced to enter this Agreement by, inter alia, the provisions of this Section. (c) If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. (d) This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party. (e) This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled thereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that with respect to the services to be rendered by Consultant, Consultant is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company or any other person by virtue of this Agreement and the retention of Consultant hereunder, all of which are hereby expressly waived. The Company also agrees that Consultant shall not have any liability (including without limitation, liability for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any act or omission of Consultant, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation, equity holders and creditors of the Company) claiming through the Company for or in connection with the engagement of Consultant, this Agreement and the transactions contemplated hereby, except for liabilities which arise as a result of the gross negligence or willful misconduct of Consultant. The Company acknowledges that Consultant was induced to enter into this Agreement by, INTER ALIA, the provisions of this Section.

  • Performance and Enforcement of Certain Obligations (a) Promptly following a request from the Indenture Trustee to do so, and at the Administrator’s expense (or, if the Indenture Trustee is then acting as the Administrator, at the expense of CarMax), the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor and the Servicer of their respective obligations thereunder. (b) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor or the Servicer under or in connection with the Sale and Servicing Agreement or against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Servicer, as the case may be, of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement or the Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller of its obligations to the Depositor under or in connection with the Receivables Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller of its obligations under the Receivables Purchase Agreement. (d) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges and claims of the Depositor against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Receivables Purchase Agreement, and any right of the Depositor to take such action shall be suspended.