Project Co Remains Bound Clause Samples

The "Project Co Remains Bound" clause ensures that the main contracting party, typically referred to as Project Co, remains obligated to fulfill its contractual duties even if certain changes occur, such as subcontracting or assignment of responsibilities. In practice, this means that Project Co cannot escape liability or transfer its obligations to another party without continuing to be responsible for the contract's performance. This clause is essential for protecting the interests of the other contracting party by guaranteeing continuity and accountability, thereby preventing Project Co from avoiding its commitments through delegation or transfer.
Project Co Remains Bound. Subject to Section 6.4, Project Co will continue to be bound by the terms of the Project Agreement notwithstanding the occurrence of an Indicative Notice, a Step-In Notice, a Step-In Period, a Step-Out Notice, a Step-Out Date, any action by the Agent, Appointed Representative, Security Trustee or the Senior Lenders or any provision of this Agreement, and for greater certainty Project Co will be liable for any obligations and liabilities arising prior to the expiry of the Step-in Period from actions or inactions of the Agent, the Appointed Representative, Security Trustee or Senior Lenders. Project Co will remain liable for any unpaid amounts due and payable to the Authority by Project Co under the Project Agreement provided that Project Co will not be required to discharge such liability during the Step-in Period.
View SourceView Similar (19)
Project Co Remains Bound. Subject to Section 6.4 [Terms of Transfer] of this Agreement, Project Co shall continue to be bound by the terms of the Project Agreement and any other Province Project Document (other than this Agreement) notwithstanding the delivery of an Indicative Notice, a Step-In Notice, a Step-Out Notice, the commencement of a Step-In Period, the occurrence of a Step-Out Date or any action by the Agent (in either or both of its capacities, including as Collateral Agent), Appointed Representative or the Senior Lenders or any provision of this Agreement. Project Co shall remain liable for any unpaid amounts due and payable to the Province by Project Co under the Project Agreement. Any notice, demand, request, consent, approval objection, agreement or other communication given, made or issued by the Province to the Appointed Representative in accordance with this Agreement during the Step-In Period shall be deemed simultaneously to have been given to Project Co.
View SourceView Similar (2)
Project Co Remains Bound. Subject to Section 6.4, Project Co shall continue to be bound by the all of the terms of the Project Agreement notwithstanding the occurrence or issuance of an Indicative Notice, a Step-In Notice, a Step- In Period, a Step-Out Notice, a Step-Out Date, any action by the Lenders’ Agent, the Appointed Representative or the Senior Lenders or any provision of this Agreement, and for greater certainty Project Co shall be liable for any obligations and liabilities arising prior to the expiry of the Step-in Period from actions or inactions of the Lenders’ Agent, the Appointed Representative or the Senior Lenders. Project Co shall remain liable for any unpaid amounts due and payable to the City by Project Co and for all other obligations and liabilities of Project Co under the Project Agreement provided that Project Co shall not be required to discharge such liabilities or obligations during the Step-In Period.
View Source

Related to Project Co Remains Bound

  • Exit plan 21.1 The Supplier must provide an exit plan in its Application which ensures continuity of service and the Supplier will follow it. 21.2 When requested, the Supplier will help the Buyer to migrate the Services to a replacement supplier in line with the exit plan. This will be at the Supplier’s own expense if the Call-Off Contract Ended before the Expiry Date due to Supplier cause. 21.3 If the Buyer has reserved the right in the Order Form to extend the Call-Off Contract Term beyond 24 months the Supplier must provide the Buyer with an additional exit plan for approval by the Buyer at least 8 weeks before the 18 month anniversary of the Start date. 21.4 The Supplier must ensure that the additional exit plan clearly sets out the Supplier’s methodology for achieving an orderly transition of the Services from the Supplier to the Buyer or its replacement Supplier at the expiry of the proposed extension period or if the contract Ends during that period. 21.5 Before submitting the additional exit plan to the Buyer for approval, the Supplier will work with the Buyer to ensure that the additional exit plan is aligned with the Buyer’s own exit plan and strategy. 21.6 The Supplier acknowledges that the Buyer’s right to extend the Term beyond 24 months is subject to the Buyer’s own governance process. Where the Buyer is a central government department, this includes the need to obtain approval from GDS under the Spend Controls process. The approval to extend will only be given if the Buyer can clearly demonstrate that the Supplier’s additional exit plan ensures that: 21.6.1 the Buyer will be able to transfer the Services to a replacement supplier before the expiry or Ending of the extension period on terms that are commercially reasonable and acceptable to the Buyer 21.6.2 there will be no adverse impact on service continuity 21.6.3 there is no vendor lock-in to the Supplier’s Service at exit 21.6.4 it enables the Buyer to meet its obligations under the Technology Code Of Practice 21.7 If approval is obtained by the Buyer to extend the Term, then the Supplier will comply with its obligations in the additional exit plan. 21.8 The additional exit plan must set out full details of timescales, activities and roles and responsibilities of the Parties for: 21.8.1 the transfer to the Buyer of any technical information, instructions, manuals and code reasonably required by the Buyer to enable a smooth migration from the Supplier 21.8.2 the strategy for exportation and migration of Buyer Data from the Supplier system to the Buyer or a replacement supplier, including conversion to open standards or other standards required by the Buyer 21.8.3 the transfer of Project Specific IPR items and other Buyer customisations, configurations and databases to the Buyer or a replacement supplier 21.8.4 the testing and assurance strategy for exported Buyer Data 21.8.5 if relevant, TUPE-related activity to comply with the TUPE regulations 21.8.6 any other activities and information which is reasonably required to ensure continuity of Service during the exit period and an orderly transition

  • FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).

  • ARTICLE MANAGEMENT RIGHTS The Union recognizes and acknowledges that the management of the Company and the direction of working forces are the exclusive right of the Company and remain solely with management except as specifically limited by the provisions of this Agreement. Without limiting the generality of the foregoing the Union acknowledges that it is the exclusive function of the Company to:

  • Indenture Remains in Full Force and Effect Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

  • Continuing Agreement (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.