Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and (B) an Independent Certificate about the same matters, if the fair value to the Issuer of the securities to be so deposited and of other securities withdrawn or released since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for property or securities so deposited if the fair value of the property or securities to the Issuer as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.
(ii) Whenever property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the release) of the property or securities to be released and stating that in the opinion of that Responsible Person the proposed release will not impair the security under this Indenture and (B) an Independent Certificate about the same matters, if the fair value of the property or securities to be released and of other property, other than property as contemplated by Section 11.3(d), or securities released from the Lien of this Indenture since the start of the then-current year, as stated in the certificates required by clause (A) and this clause (B), is 10% or more of the Note Balance of the Notes Outstanding, except that an Independent Certificate need not be furnished for the release of property or securities if the fair value of the property or securities as stated in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.
Conditions for Release. 5.1 The material held in escrow shall be released to the Customer, if the Supplier or any other party whose obligations this Escrow Agreement shall ensure as specified in Appendix 1 and Appendix 2 fails to perform their contractual obligations.
5.2 The material held in escrow shall also be released to the Customer, if it can be reasonably ascertained that the Supplier or any other party whose obligations this Escrow Agreement shall ensure as specified in Appendix 1 and Appendix 2 will fail to perform their obligations in accordance with the protected agreement, for example due to bankruptcy, suspension of payments or compulsory composition.
5.3 Moreover, the material held in escrow shall be released to the Customer, if the Supplier fails to perform his obligation to update the material, cf. Section 3, and has not updated the material within 4 weeks of receiving a written demand from the Customer to this effect.
5.4 Any other conditions agreed upon for release shall be stated in Appendix 5.
Conditions for Release. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, in the event that IP Borrower shall desire to sell the IP (in whole but not in part) (an “IP Sale”) to a bonafide third party purchaser (a “IP Purchaser”), IP Borrower shall have the right, without the prior consent of Lender and without violating the Loan Documents, to sell the entire IP and obtain a release of the IP from the Liens of the Mortgage and the other Loan Documents encumbering the IP to an IP Purchaser, provided that all of the following conditions shall be satisfied with respect to such IP Sale:
(i) IP Borrower shall have submitted a Sale Request to Lender at least ten (10) Business Days prior to the anticipated date of such IP Sale, which shall include a copy of the contract of sale relating to such IP Sale and an Officer’s Certificate providing a certification that (A) as of the date of such Sale Request, no monetary Default, monetary First Mezzanine Default, monetary Second Mezzanine Default or monetary Third Mezzanine Default, and no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default, shall have occurred and be continuing and (B) the copy of the contract of sale relating to such IP Sale attached to such certification is true, correct and complete;
(ii) IP Borrower shall have delivered to Lender reasonably detailed information regarding the terms of, and the actual and reasonably anticipated costs and expenses associated with, such IP Sale in order to enable Lender to reasonably determine the IP Release Price with respect thereto, all of which shall be certified by IP Borrower to Lender as true, complete and correct;
(iii) All accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Reduced Acquisition Loan and/or the Construction Loan and/or the First Mezzanine Loan and/or the Second Mezzanine Loan and/or the Third Mezzanine Loan and any other sum then due hereunder or under any of the other Loan Documents and/or under any of the First Mezzanine Loan Documents and/or under any of the Second Mezzanine Loan Documents and/or under any of the Third Mezzanine Loan Documents, including, without limitation, any applicable Breakage Costs, shall have been paid in full or shall have been arranged to be paid in full contemporaneously with the closing of such IP Sale; provided, however, if such IP Sale closes on a date which is not a Payment Date, Borrowers...
Conditions for Release. The release of the guarantees and security referred to in clause 22.1 and 22.2 above shall only occur if:
(a) either:
(i) such disposal will not result directly or indirectly in any breach of any of the terms of this Agreement; or (ii) such disposal is being effected at the request of the Majority Banks in circumstances where any of the security created by the Securities has become enforceable; or (iii) such disposal is being effected by enforcement of the Securities; or (iv) all Banks agree to the release; and
(b) the Net Proceeds arising out of such disposal will be applied strictly in accordance with the requirements of this Agreement; and
(c) any assets to be transferred to other members of the Group before completion of such disposal shall have been so transferred and (if so required by the Majority Banks) security over such assets shall have been granted to the Agent to its satisfaction; and
(d) the Agent shall have executed such documents effecting such release as shall be reasonably required to achieve such release as aforesaid (and the Agent shall execute such documents at the expense of the relevant Obligor promptly upon (and only upon) it being satisfied that the conditions in (a), (b) and (c) above are satisfied or have been waived by all of the Banks).
Conditions for Release. (i) Before depositing property or securities with the Indenture Trustee that is to be made the basis for the release of any Collateral subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing the certificate about the fair value (within 90 days before the deposit) to the Issuer of the property or securities to be so deposited and
Conditions for Release. (a) It is agreed the Municipality is responsible for ensuring that all conditions for release implemented by the Municipality have been met prior to instructing the Clinic to release a Dog to its Owner, including but not limited to:
i. Determining who the Owner of the Dog is;
ii. Ensuring the Owner has a valid license with the Municipality for the Dog;
iii. Ensuring the Municipality is satisfied that the Owner has and/or will reimburse the Municipality for all municipal fines, licensing fees, and Clinic fees incurred by the Municipality for the Services provided, etc.;
iv. Ensuring the Owner of the Dog acknowledges the release of the Dog will be arranged directly with the Clinic during regular business hours, when staffing and additional resources, as necessary, are available.
(b) For further clarification, it is acknowledged and agreed that at no time will the Clinic be responsible for determining the Owner of a Dog. Notwithstanding, at the request of the Municipality, the Clinic will scan a Dog for microchip information and provide said information to the Municipality to assist in their search for the Owner of a Dog.
(c) Upon the Municipality being satisfied that all conditions of release have been met, an authorized employee of the Municipality shall provide a Dog Release Form as described on Schedule “B” attached hereto to the Clinic permitting the release of a Dog back to its Owner, together with the full legal name of the Owner, as determined in the sole discretion of the Municipality, to the Clinic so that Clinic staff can confirm the Owner’s identity at the time of the Dog’s release.
Conditions for Release. 6.1 The material held in escrow shall be released to the Distributor if it can reasonably be ascertained that the Developer or any other party whose obligations this Escrow Agreement shall ensure as specified in Appendix 1 and Appendix 2 will fail to perform their obligations in accordance with the protected agreement, for example due to bankruptcy, suspension of payments or compulsory composition where the estate does not wish to be subrogated.
6.2 The material held in escrow shall be released to the Customer if none of the parties whose obligations this Escrow Agreement shall ensure complies with the protected agreement, cf. Appendix 2, and none of the parties ensures that the agreement is satisfactorily complied with by a third party thereby defaulting on the Customer’s demands under the terms of the protected agreement.
6.3 The material held in escrow shall also be released to the Customer if it can reasonably be ascertained that the Escrow Agreement will not be complied with by any of the obligated parties or other party whose obligations this Escrow Agreement shall ensure, for example due to bankruptcy, suspension of payments or compulsory composition on the part of the involved parties.
6.4 Moreover, the material held in escrow shall be released to the Customer if the obligated parties fail to perform their obligation to update the material, cf. Section 4, and have not updated the material within 4 weeks of receiving a written demand from the Customer to this effect.
6.5 The Customer shall send a copy of such a demand to the Developer at the same time as sending it to the Distributor.
6.6 Any other conditions agreed upon for release shall be stated in Appendix 5.
Conditions for Release. As consideration for the release to recipient of Focus and the technical assistance provided by DRCOG described below, the recipient agrees to all terms and conditions of release described in this Release Agreement.
2.1 The recipient is responsible at its expense for purchase and maintenance of TransCAD from Caliper Corporation, and SQL Server from Microsoft Corporation. The recipient agrees to abide by all copyright use restrictions, and other conditions of sale of TransCAD by Caliper Corporation, and SQL Server by Microsoft Corporation.
2.2 The recipient will not distribute Focus to any party in any form without the prior written consent of DRCOG. DRCOG authorizes recipient to distribute Focus as received from DRCOG to the parties explicitly identified below as contractors or agents of recipient for the specific project(s) identified below, as initialed by an authorized representative of DRCOG. These contractors and agents agree to be bound by the same terms of this release as the recipient. Authorized representatives of contractors and agents will execute a copy of this release agreement providing the same information requested of recipient. Any additional parties interested in using Focus for the specific project defined in section 2.5 will be referred by recipient directly to DRCOG.
2. 3.
Conditions for Release. As consideration for the technical assistance provided by XXXXX described below, the recipient agrees to the conditions of release described herein. The recipient, designee or consultant is responsible for purchase and maintenance of TransCAD from the Caliper Corporation. The recipient designee or consultant agrees to abide by all copyright use restrictions, and other conditions of sale of TransCAD by the Caliper Corporation. The recipient will not distribute Compass to any party without the express written permission of DRCOG. Parties interested in using Compass will be referred directly to DRCOG. The recipient will not make any changes to Compass parameters without first soliciting and receiving the consent of DRCOG. Such consent is not implied by this release agreement. To the extent permitted by law, the recipient shall indemnify and hold harmless DRCOG, its officers, employees and agents, against any and all claims, damages, liability and court awards, including all costs, expenses, and attorney's fees, incurred as a result of the recipient's use of Compass. The recipient, designee, or consultant agree to limit the use of the travel model to the development of PROJECT NAME HERE. At DRCOG’s option, all results of the modeling will be submitted to the DRCOG for review and concurrence before release of the results to any other parties. DRCOG will, at its option, re-run any of the recipient’s models to verify proper use of the travel model.
Conditions for Release. Conditions for the release of the financial guarantee are as follows:
(a) The Village Engineer shall release the portion of the financial guarantee established under this section, less any costs incurred by the Village Engineer to complete installation of practices, upon submission of "as built plans" or “record” drawings by a licensed professional engineer. The Village Engineer may make provisions for a partial pro-rata release of the financial guarantee based on the completion of various development stages.
(b) The Village Engineer shall release the portion of the financial guarantee established under this section to assure maintenance of storm water practices, less any costs incurred by the Village Engineer, at such time that the responsibility for practice maintenance is passed on to another entity via an approved maintenance agreement.
