Performance Assurance Clause Samples

Performance Assurance. SCE shall return to Seller the unused portion of the Performance Assurance, including any interest accrued thereon pursuant to Section 7.03(a), as soon as reasonably practicable after (i) the Delivery Period has ended; and (ii) Seller has satisfied all monetary obligations which survive termination of this Agreement.

Performance Assurance. Seller agrees to deliver to Buyer Performance Assurance in a form acceptable to Buyer to secure its obligations under this Agreement, which Performance Assurance Seller shall maintain in full force and effect for the period posted with Buyer, as follows:

Performance Assurance. Seller shall deliver the Performance Assurance to Buyer on or before three (3) Business Days after the Effective Date. From and after delivery of the Performance Assurance, Seller shall maintain, or cause to be maintained, the Performance Assurance until the later of (i) two hundred and seventy (270) days after the termination or expiration of this Agreement or (ii) the resolution of all disputes pending pursuant to, in connection with, relating to or arising out of this Agreement and any Performance Assurance at the end of such two hundred and seventy (270) day period (or thereafter arising during the pendency of any such disputes) (such later date, the “Release Date”); provided, however, that, if this Agreement is terminated due to the failure to satisfy the condition precedent set forth in Section 2.3(b)(i), the Release Date shall be sixty (60) days after such termination. No later than three (3) Business Days following written notification from Buyer to Seller of any draw on any Performance Assurance, Seller shall replenish the Performance Assurance to an undrawn capacity equal to the Required PA Amount. If, at any time, (A) the Person issuing any Letter of Credit as part of the Performance Assurance at such time ceases to have the total assets or Credit Ratings required by the definition of “Letter of Credit” or becomes Bankrupt or does not honor a draw request that complies with the terms of the Letter of Credit or (B) any such Letter of Credit ceases to be in full force and effect, then Seller shall, within three (3) Business Days thereof, replace the affected Letter of Credit with other Performance Assurance with undrawn capacity equal to the Required PA Amount. In addition to the replacement Performance Assurance that may be required pursuant to the preceding sentence, Seller shall, at any time and from time to time, have the right to replace the Performance Assurance in effect at such time with other Performance Assurance having an undrawn capacity equal to the Required PA Amount. Any Letter of Credit provided as Performance Assurance shall have an expiration date no sooner than 364 days after issuance, and Seller shall extend or replace (with other Performance Assurance with undrawn capacity equal to the Required PA Amount) such Letter of Credit by the date that is thirty (30) days prior to the expiration thereof. If Seller fails to extend or replace any Letter of Credit by the date that is thirty (30) days prior to the expiration thereof or fai...

Performance Assurance. If at any ▇▇▇▇ ▇▇▇▇▇▇’▇ (or Seller’s Guarantor’s, if applicable) Collateral Threshold is lower than the Collateral Requirement, then Seller, upon request from Buyer, shall be required, within five (5) Business Days of notice from Buyer, to post “Seller’s Performance Assurance” through either the: (i) posting of a Letter of Credit; or (ii) posting of cash collateral with Buyer. “

Performance Assurance. If either Party ("X") has reasonable grounds to believe that the other Party's ("Y") creditworthiness or performance under this Agreement has become unsatisfactory, X may provide Y with written notice requesting Performance Assurance in an amount determined by X in a commercially reasonable manner. Upon receipt of such notice, Y shall have three (3) Business Days to remedy the situation by providing Performance Assurance to X. Failure of Y to provide Performance Assurance, or a guaranty or other credit assurance, acceptable to X within three (3) Business Days after written notice shall constitute an Event of Default under the Agreement. "Performance Assurance" means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the requesting Party. "Letter(s) of Credit" means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from the Standard & Poor's Rating Group or A3 from ▇▇▇▇▇'▇ Investor Services, Inc. "Business Day" means any day except a Saturday, Sunday or a Federal Reserve Bank holiday.

Performance Assurance. (a) Seller will be required to post Performance Assurance with respect to this Confirmation Agreement and any other Fixed Price Customer Supply Contracts, whether under this Confirmation Agreement or under any other Fixed Price Customer Supply Contracts, in an aggregate amount equal to the Total Exposure Amount less the applicable Collateral Threshold Amount (as defined below). The requirements for posting, transferring, holding and using Performance Assurance are set forth in Attachment A. The Seller will be granted a single Collateral Threshold Amount to be applied across this Confirmation Agreement and all other Fixed Price Customer Supply Contracts as provided below.

Performance Assurance. “Performance Assurance” shall mean, at the election of T&D, either: (a) an irrevocable letter of credit issued by a U.S. office of a commercial bank or trust company organized under the laws of the United States (or any state or a political subdivision thereof) or a Canadian Schedule A Chartered Bank with a U.S. branch office or U.S. affiliate bank and, in either case, having a long term debt rating or deposit rating of at least (A) Baa1 from ▇▇▇▇▇’▇, and (B) BBB+ from Standard & Poor’s; or (b) so long as no T&D Downgrade Event has occurred with respect to the T&D Guarantor, a guaranty of the T&D obligations hereunder issued by the T&D Guarantor in substantially the same form as the guaranty delivered by the Provider to the T&D as of the date hereof pursuant to the requirements of Chapter 301 of the MPUC Rules and Regulations; (c) cash; or (d) such other Performance Assurance as is reasonably acceptable to the Provider, in each case in an amount set forth in Exhibit E; provided, that, to the extent that Performance Assurance delivered by T&D is in the form of cash and T&D makes any payment to Provider in advance of the date on which T&D is otherwise required to make payment to Provider pursuant to Section 8.3 hereof, T&D may request that Provider return such Performance Assurance to the extent of such early payment (and, unless T&D is in default under this Agreement, Provider shall so return such Performance Assurance within two (2) Business Days after such request); provided, further, however, that in the event that T&D ceases to make payments in advance of the date on which T&D is required to make payment to Provider pursuant to Section 8.3 hereof, within five (5) Business Days after request by Provider, T&D shall provide additional Performance Assurance to Provider, such that the aggregate amount of Performance Assurance held by Provider is equal to an amount set forth in Exhibit E for the applicable period.

Performance Assurance. Seller’s Performance Assurance. Performance Assurance requirement is applicable with respect to Seller, but not with respect to Buyer.

Performance Assurance. (a) On any Business Day, the Exposed Party may demand in writing that the Non-Exposed Party (1) establish and maintain (subject to increase as provided below) Performance Assurance for the benefit of the Exposed Party equal to the Non-Exposed Party's Collateral Requirement, rounded up to the next higher integral multiple of U.S. $100,000, or (2) increase the principal amount of any outstanding Letter of Credit so that after such increase the Non-Exposed Party’s Collateral Requirement has been fully satisfied. Within three (3) Business Days after receipt of such demand, the Non-Exposed Party shall either establish such Letter of Credit or increase any outstanding Letter of Credit. The Non-Exposed Party shall increase the amount of the Letter of Credit or establish additional Letters of Credit if its Collateral Requirement increases and the Exposed Party demands such increased or additional Letter of Credit in the manner provided above. (b) On any Business Day (but no more frequently than weekly with respect to Letters of Credit), a party (the “Requesting Party”) that has provided Performance Assurance to the other party (the “Non-Requesting Party”) may request a reduction in the amount of Performance Assurance previously provided by it, provided that, after the requested reduction in Performance Assurance, (i) the Requesting Party shall then have a Collateral Requirement of zero; (ii) if at such time there are outstanding Swaps between the parties or unsatisfied obligations from the Requesting Party to the Non-Requesting Party exist with respect to any Swaps, the Non-Requesting Party shall either be holding Performance Assurance or shall have had Performance Assurance issued for its benefit in an amount equal to the aggregate of any Additional Amounts applicable to the Requesting Party; (iii) no Event of Default or Potential Event of Default with respect to the Requesting Party shall have occurred and be continuing; and (iv) no Early Termination Date for which any unsatisfied payment obligations of the Requesting Party exist has occurred or been designated as a result of an Event of Default with respect to the Requesting Party. A permitted reduction in Performance Assurance shall be effected by the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Non-Requesting Party and the Non-Requesting Party shall not unreasonably withhold its consent to a commensurate reduction in the amount of such Letter of Credit an...