Performance Undertaking Sample Clauses

Performance Undertaking. (a) The Performance Undertaking Provider hereby agrees for the benefit of each of the Beneficiaries to cause each Performance Party to pay and perform its Obligations when and as due in accordance with the Transaction Documents. (b) If any Performance Party fails to pay or perform any of its Obligations when and as due in accordance with the Transaction Documents, then the Performance Undertaking Provider shall, subject to a Responsible Officer of the Performance Undertaking Provider receiving notice from any Beneficiary of or otherwise being aware of such failure and subject to any grace period applicable to the Obligations in accordance with the Transaction Documents, immediately perform, or cause the performance of, such Obligations, and shall, subject to such grace period, immediately pay to the Administrative Agent for the account of the relevant Beneficiaries, in same day funds, any such Obligations for the payment of money.

Performance Undertaking. (a) Parent hereby unconditionally and irrevocably undertakes and assures (as a primary obligor and not merely as surety) for the benefit of Purchaser the due and punctual performance and observance by each Seller (together with their respective successors and assigns, collectively, the “Covered Entities”, and each, a “Covered Entity”) of the terms, covenants, indemnities, conditions, agreements, undertakings and obligations on the part of such Covered Entity to be performed or observed by it under this Agreement, the related Participation Agreement and each of the other Transaction Documents to which such Covered Entity is a party, including any agreement or obligation of such Covered Entity to make any payment in respect of any Repurchase Event or indemnity, in each case on the terms and subject to the conditions and limitations set forth in this Agreement, the related Participation Agreement and the applicable Transaction Documents as the same shall be amended, restated, supplemented or otherwise modified and in effect from time to time (all such terms, covenants, indemnities, conditions, agreements, undertakings and obligations on the part of the Covered Entities to be paid, performed or observed by them, collectively the “Guaranteed Obligations”). Without limiting the generality of the foregoing, Parent agrees that if any Covered 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 this Agreement, the related Participation Agreement and any applicable Transaction Document, then Parent will itself duly and punctually perform or observe, or cause to be performed or observed, such Guaranteed Obligations. (b) Parent expressly agrees that its obligations hereunder shall be absolute, irrevocable and unconditional, and as such, it shall not be a condition to the accrual of any obligation of Parent hereunder to perform or to observe, or to cause to be performed or observed any Guaranteed Obligation that Purchaser or any other Person shall have first made any request of or demand upon or given any notice to Parent, any Covered Entity or any of their respective successors and assigns or have initiated any action or proceeding against Parent, any Covered Entity or any of their respective successors and assigns in respect thereof. Purchaser may proceed to enforce the obligations of Parent under this Section 13.19 without first pursuing or exhausting any ...

Performance Undertaking. The Administrative Agent shall have received, on or before the date hereof, counterpart signature pages to the Reaffirmation of Performance Undertaking Agreement dated as of the date hereof made by the Parent in favor of the Administrative Agent.

Performance Undertaking. For value received by it and Sellers, the Performance Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of the Purchaser, the due and punctual performance and observance by each Seller (and, in each case, any of its successors and assigns) of all their covenants, agreements, undertakings, indemnities and other obligations or liabilities, whether monetary or non-monetary (including all of each Seller’s payment, repurchase, indemnity or similar obligations), under the Agreement and each other Purchase Document (and regardless of the capacity of such Person in which incurred under such documents) (collectively, the “Guaranteed Obligations”).

Performance Undertaking. The Performance Guarantor hereby affirms that the Performance Undertaking in full force and effect and unaltered except that references therein to “The Bank of Nova Scotia” shall be deemed to be references to the “Gotham Group.”

Performance Undertaking. The Performance Undertaking, duly executed by the Performance Guarantor.

Performance Undertaking. 8.1 The Parties agree and acknowledge that 2012 Net Profit is more than RMB 30,000,000 and no performance adjustment could occur under Section 7.13 of the Original Agreement.

Performance Undertaking. The Performance Undertaking ceases to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or the Performance Guarantor directly or indirectly contests in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder; or

Performance Undertaking. 4.1 The De Facto Controllers agree to undertake on the net profits of Huaying Schools realized for fiscal year 2019 (September 2018 - August 2019) and fiscal year 2020 (September 2019 - August 2020) (the foresaid two fiscal years are collectively referred to as the “Profit Commitment Period” hereinafter). On the premises that Huaying Schools operate in compliance with laws and regulations, the audited total amount of the after-tax net profit (net of non-recurring profit and loss) confirmed by the accounting firm designated by the Purchaser, and the management fee payable to the Purchaser, shall not be less than RMB20 million per year (hereinafter referred to as the “Committed Performance Indicator”). 4.2 The De Facto Controllers undertake that, if the actual performance of Huaying Schools during the Profit Commitment Period fails to meet the committed performance indicator, the following measures shall be adopted: Assuming the actual performances of fiscal years 2019 and 2020 are P1 and P2, respectively: (1) If P1 is less than RMB20 million, the third installment of the Purchase Price payable by the Purchaser shall be adjusted to RMB((P1 × 12 × 50% -72,000,000) ÷ 2). If the foresaid result is less than 0, the Purchaser shall be exempt from paying the third installment of the Purchase Price; (2) If P1 plus P2 are less than RMB40 million, the fourth installment of the Purchase Price payable by the Purchaser shall be adjusted to RMB((P1 + P2) × 6 × 50% — the third installment of the Purchase Price actually paid by the Purchaser — RMB72,000,000). If such amount is less than 0, the Purchaser shall be exempt from paying the fourth installment of the Purchase Price hereof; (3) If P1 is less than RMB20 million, and (P1 + P2) is not less than RMB40 million, the fourth installment payable by the Purchaser shall be adjusted as follows: RMB(120,000,000 - the third installment actually paid by the Purchaser — 72,000,000); (4) If P1 is less than RMB12 million, or P2 is less than RMB12 million (i.e. less than 60% of the Committed Performance Indicator), the Purchaser shall have right to request the De Facto Controllers to repurchase 100% of the equity interests of the Target Company held by the Purchaser, and the consideration shall be the sum already paid by the Purchaser as Purchase Price plus interest cost at the annual interest rate of 15% (calculated at the simple interest rate).