Common use of FURTHER TERMS AND CONDITIONS Clause in Contracts

FURTHER TERMS AND CONDITIONS. (1) If at any time either the Escrow Trustee or the Distribution Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Accounts (each a "JUDICIAL NOTICE"), the Escrow Trustee or, as the case may be, the Distribution Agent may comply therewith in any manner as it or legal counsel of its choosing deems appropriate; provided that, if reasonably practicable, it shall notify Corp and/or plc (as the case may be) of such Judicial Notice received and shall use its best efforts to discuss the manner in which it proposes to comply with that Judicial Notice with Corp and/or plc prior to doing so. If the Escrow Trustee or, as the case may be, the Distribution Agent complies with any Judicial Notice, it shall not be liable to any other person or entity even though such Judicial Notice may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (2) The Distribution Agent shall provide the Escrow Trustee and the Supervisors with monthly statements identifying the transactions, charges (if any) and Profits earned on the Escrow Accounts and undistributed balances of the Escrow Accounts. (3) Subject to the provisions of sub-clause (4), the Distribution Agent may resign at any time by giving to the other parties not less than 90 days' prior written notice. (4) If the Distribution Agent has given notice of resignation as provided in sub-clause (5), the Escrow Trustee shall promptly appoint a successor Distribution Agent. A successor Distribution Agent shall deliver a written acceptance of its appointment to the retiring Distribution Agent and the Escrow Trustee. A resignation of the Distribution Agent shall not become effective until a successor Distribution Agent is appointed. The retiring Distribution Agent shall ensure that the successor Distribution Agent becomes the custodian of the Escrow Accounts and the successor Distribution Agent shall have all the rights, powers and duties of the Distribution Agent under this Agreement. (5) No variation or amendment may be made to any provision in this Agreement that would have the effect of altering or extinguishing the entitlement of any Admitted Scheme Creditor or Designated Recipient unless consented to by that Admitted Scheme Creditor or Designated Recipient. (6) None of the parties to this Agreement shall be in breach of its obligations (if any) under this Agreement as a result of any delay or non-performance of its obligations (if any) under this Agreement arising from any Force Majeure.

FURTHER TERMS AND CONDITIONS. (1) 17.1 If at any time either the Escrow Trustee or the Distribution Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Accounts (each a "JUDICIAL NOTICE"Judicial Notice), the Escrow Trustee or, as the case may be, the Distribution Agent may comply therewith in any manner as it or legal counsel of its choosing deems appropriate; provided that, if reasonably practicable, it shall notify Corp Telewest and/or plc Telewest Jersey (as the case may beappropriate) of such Judicial Notice received and shall use its best efforts to discuss the manner in which it proposes to comply with that Judicial Notice with Corp Telewest and/or plc Telewest Jersey (as appropriate) prior to doing so. If the Escrow Trustee or, as the case may be, the Distribution Agent complies with any Judicial Notice, it shall not be liable to any other person or entity even though such Judicial Notice may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (2) 17.2 The Distribution Escrow Agent shall provide the Escrow Trustee Telewest and the Supervisors Telewest Jersey with monthly quarterly statements identifying the transactions, charges (if any) and Profits earned (if any) on the Escrow Accounts and undistributed balances of the Escrow Accounts. (3) 17.3 Subject to the provisions of sub-clause (4)17.4, the Distribution Escrow Agent may resign at any time by giving to the other parties Telewest and Telewest Jersey not less than 90 60 days' ’ prior written notice. (4) 17.4 If the Distribution Escrow Agent has given notice of resignation as provided in sub-clause (5)17.3, the Escrow Trustee shall promptly appoint a successor Distribution Agent. A successor Distribution Agent escrow agent shall deliver a written acceptance of its appointment to the retiring Distribution Agent be appointed by Telewest and the Escrow TrusteeTelewest Jersey. A resignation of the Distribution Escrow Agent shall not become effective until a successor Distribution Agent escrow agent is appointed. The retiring Distribution Escrow Agent shall ensure that the successor Distribution Agent escrow agent becomes the custodian of the Escrow Accounts and the successor Distribution Agent escrow agent shall have all the rights, powers and duties of the Distribution Escrow Agent under this Agreement. 17.5 Telewest or Telewest Jersey (5as appropriate) No variation or amendment may be made to any provision in terminate the Escrow Agent’s appointment under this Agreement that would have at any time and with immediate effect by serving written notice on the effect of altering or extinguishing the entitlement of any Admitted Scheme Creditor or Designated Recipient unless consented to by that Admitted Scheme Creditor or Designated RecipientEscrow Agent. 17.6 Upon termination of the Escrow Agent’s appointment, under sub-clause 17.3 or 17.5, the Escrow Agent shall ensure that Telewest or Telewest Jersey (6or any successor escrow agent appointed) becomes custodian of the Escrow Accounts. The Escrow Agent shall deliver to Telewest or Telewest Jersey all books, records and documentation (including, for the avoidance of doubt, any Claim Forms received by the Escrow Agent) received or created by the Escrow Agent in connection with or in relation to this Agreement and/or the Schemes. The Escrow Agent shall cooperate fully with Telewest and Telewest Jersey and any such successor escrow agent, subject only to the reimbursement of its reasonable fees and expenses (including legal fees) in connection therewith. 17.7 None of the parties to this Agreement shall be in breach of its obligations (if any) under this Agreement as a result of any delay or non-performance of its obligations (if any) under this Agreement arising from any Force Majeure. 17.8 To the extent that the liquidators of Telewest and Telewest Jersey wish to close the liquidation whilst the obligations of Telewest and Telewest Jersey under the Telewest Scheme and the Jersey Scheme remain to be performed, Telewest UK has agreed to undertake to perform such obligations in the place of Telewest and Telewest Jersey provided always that such obligations do not involve the exercise of discretion on behalf of Telewest UK and, as such, are wholly of a mechanical nature, or, to the extent that such obligations would involve the exercise of discretion on behalf of Telewest UK, that the liquidators of Telewest and Telewest Jersey set out detailed and comprehensive instructions to Telewest UK as to how that discretion should be exercised. In no event, however, shall Telewest UK be obliged to perform any such obligation to the extent that it would, or may be likely to, prevent qualification of the Financial Restructuring as a tax-free reorganisation for US federal income tax purposes. Accordingly, any such obligations expressed in this Agreement to be performed by Telewest or Telewest Jersey will be novated to Telewest UK as at the date of the conclusion of the winding up of Telewest and Telewest Jersey (as applicable).

FURTHER TERMS AND CONDITIONS. This Sublease IS further subject to the following terms and conditions: (1) If The Sublessee shall be prohibited from performing any activity or services at any time either the Escrow Trustee or Airport for which the Distribution Agent is served with any judicial or administrative order, judgment, decree, writ or other form Port Authority requires payment of judicial or administrative process which in any way affects fees to the Escrow Accounts Port Authority unless the Sublessee pays such fees (each including the obtaining of a "JUDICIAL NOTICE"), the Escrow Trustee or, as the case may be, the Distribution Agent may comply therewith in any manner as it or legal counsel of its choosing deems appropriate; provided thatPort Authority issued permit, if reasonably practicable, it shall notify Corp and/or plc (as the case may be) of such Judicial Notice received and shall use its best efforts to discuss the manner in which it proposes to comply with that Judicial Notice with Corp and/or plc prior to doing so. If the Escrow Trustee or, as the case may be, the Distribution Agent complies with any Judicial Notice, it shall not be liable to any other person or entity even though such Judicial Notice may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.so required); (2) The Distribution Agent subletting herein shall provide be subject to and subordinate to all of the Escrow Trustee terms, covenants, conditions and provisions of the Lease and the Supervisors with monthly statements identifying the transactions, charges (if any) and Profits earned on the Escrow Accounts and undistributed balances rights of the Escrow Accounts.Port Authority thereunder; (3) Subject The subletting herein shall not be changed, modified, discharged (other than a voluntary termination or cancellation as hereinafter provided) or extended without the prior written approval of the Port Authority, and shall not be voluntarily terminated by the Sublessee (other than by reason of default or pursuant to a cancellation right contained in the Sublease) except upon one hundred twenty (120) days' notice to the provisions of sub-clause (4), the Distribution Agent may resign at any time by giving to the other parties not less than 90 days' prior written notice.Port Authority; (4) If the Distribution Agent has given notice of resignation The Subletting shall terminate and expire as provided in sub-clause (5), the Escrow Trustee shall promptly appoint a successor Distribution Agent. A successor Distribution Agent shall deliver a written acceptance of its appointment to the retiring Distribution Agent Sublessee's right thereunder to use and occupy the Escrow Trustee. A resignation Subleased Premises (excepting the Sublessee's obligations which survive such termination) without notice to the Sublessee as of the Distribution Agent shall not become effective until a successor Distribution Agent is appointed. The retiring Distribution Agent shall ensure that termination date of this Sublease, unless earlier terminated under the successor Distribution Agent becomes the custodian provisions of the Escrow Accounts and the successor Distribution Agent shall have all the rights, powers and duties of the Distribution Agent under this Agreement.Sublease; (5) No variation or amendment may Written approval and consent by the Port Authority shall be made a condition precedent to any provision in this Agreement that would have the effect of altering or extinguishing the entitlement of any Admitted Scheme Creditor or Designated Recipient unless consented to by that Admitted Scheme Creditor or Designated Recipienteffectiveness ofthis Sublease. (6) None Nothing herein shall be deemed to limit the Sublessor from exercising its right to terminate this Sublease in accordance with the terms and provision thereof; (7) Any sale, assignment, transfer, sublease, mortgage, pledge, hypothecation, encumbrance or disposition of the parties to Subleased Premises or of the rents, revenues or any other income from the Subleased Premises, or this Agreement Sublease, or any part thereof, or any license or other interest of the Sublessee therein not made in accordance with the provisions of the Lease shall be null and void ab initio and of no force or effect; (8) If without prior written consent of the Sublessor and the Port Authority, the Sublessee assigns, sells, conveys, transfers, mortgages, pledges or sublets in breach violation of its obligations (if any) the foregoing paragraphs of this Section or if, except as expressly permitted hereunder, the Subleased Premises are occupied by anybody other than the Sublessee, the Sublessor or the Port Authority may collect rent from any assignee, Sublessee or anyone who claims a right under this Agreement as Sublease or subletting or who occupies the Subleased Premises, and the Sublessor or the Port Authority shall apply the net amount collected to the rental herein reserved; but no such collection shall be deemed a result waiver by the Sublessor or the Port Authority of the covenants contained in the foregoing paragraphs of this Section or an acceptance by the Sublessor or the Port Authority of any delay such assignee, Sublessee, claimant or non-occupant as Sublessee, nor a release of the Sublessee by the Sublessor and the Port Authority, severally, from the further performance by the Sublessee of the covenants contained herein; and (9) The Sublessee shall not use or permit any person to use the Subleased Premises or any portion thereof for any purpose other than the purposes stated in Section 4. Except as provided in this Sublease or otherwise permitted in writing by the Port Authority, the Sublessee shall not permit the Subleased Premises to be used or occupied by any person other than its obligations (if any) under this Agreement arising from any Force Majeureown officers, employees, contractors, and representatives.

FURTHER TERMS AND CONDITIONS. (1) 17.1 If at any time either the Escrow Trustee or the Distribution Agent is served with any judicial or administrative order, judgmentjudgement, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Accounts (each a "JUDICIAL NOTICE"Judicial Notice), the Escrow Trustee or, as the case may be, the Distribution Agent may comply therewith in any manner as it or legal counsel of its choosing deems appropriate; provided that, if reasonably practicable, it shall notify Corp Telewest and/or plc Telewest Jersey (as the case may beappropriate) of such Judicial Notice received and shall use its best efforts to discuss the manner in which it proposes to comply with that Judicial Notice with Corp Telewest and/or plc Telewest Jersey (as appropriate) prior to doing so. If the Escrow Trustee or, as the case may be, the Distribution Agent complies with any Judicial Notice, it shall not be liable to any other person or entity even though such Judicial Notice may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (2) 17.2 The Distribution Escrow Agent shall provide the Escrow Trustee Telewest and the Supervisors Telewest Jersey with monthly quarterly statements identifying the transactions, charges (if any) and Profits earned (if any) on the Escrow Accounts and undistributed balances of the Escrow Accounts. (3) 17.3 Subject to the provisions of sub-clause (4)17.4, the Distribution Escrow Agent may resign at any time by giving to the other parties Telewest and Telewest Jersey not less than 90 60 days' ’ prior written notice. (4) 17.4 If the Distribution Escrow Agent has given notice of resignation as provided in sub-clause (5)17.3, the Escrow Trustee shall promptly appoint a successor Distribution Agent. A successor Distribution Agent escrow agent shall deliver a written acceptance of its appointment to the retiring Distribution Agent be appointed by Telewest and the Escrow TrusteeTelewest Jersey. A resignation of the Distribution Escrow Agent shall not become effective until a successor Distribution Agent escrow agent is appointed. The retiring Distribution Escrow Agent shall ensure that the successor Distribution Agent escrow agent becomes the custodian of the Escrow Accounts and the successor Distribution Agent escrow agent shall have all the rights, powers and duties of the Distribution Escrow Agent under this Agreement. 17.5 Telewest or Telewest Jersey (5as appropriate) No variation or amendment may be made to any provision in terminate the Escrow Agent’s appointment under this Agreement that would have at any time and with immediate effect by serving written notice on the effect of altering or extinguishing the entitlement of any Admitted Scheme Creditor or Designated Recipient unless consented to by that Admitted Scheme Creditor or Designated RecipientEscrow Agent. 17.6 Upon termination of the Escrow Agent’s appointment, under sub-clause 17.3 or 17.5, the Escrow Agent shall ensure that Telewest or Telewest Jersey (6or any successor escrow agent appointed) becomes custodian of the Escrow Accounts. The Escrow Agent shall deliver to Telewest or Telewest Jersey all books, records and documentation (including, for the avoidance of doubt, any Claim Forms received by the Escrow Agent) received or created by the Escrow Agent in connection with or in relation to this Agreement and/or the Schemes. The Escrow Agent shall cooperate fully with Telewest and Telewest Jersey and any such successor escrow agent, subject only to the reimbursement of its reasonable fees and expenses (including legal fees) in connection therewith. 17.7 None of the parties to this Agreement shall be in breach of its obligations (if any) under this Agreement as a result of any delay or non-performance of its obligations (if any) under this Agreement arising from any Force Majeure. 17.8 To the extent that the liquidators of Telewest and Telewest Jersey wish to close the liquidation whilst the obligations of Telewest and Telewest Jersey under the Telewest Scheme and the Jersey Scheme remain to be performed, Telewest UK has agreed to undertake to perform such obligations in the place of Telewest and Telewest Jersey provided always that such obligations do not involve the exercise of discretion on behalf of Telewest UK and, as such, are wholly of a mechanical nature, or, to the extent that such obligations would involve the exercise of discretion on behalf of Telewest UK, that the liquidators of Telewest and Telewest Jersey set out detailed and comprehensive instructions to Telewest UK as to how that discretion should be exercised. In no event, however, shall Telewest UK be obliged to perform any such obligation to the extent that it would, or may be likely to, prevent qualification of the Financial Restructuring as a tax-free reorganisation for US federal income tax purposes. Accordingly, any such obligations expressed in this Agreement to be performed by Telewest or Telewest Jersey will be novated to Telewest UK as at the date of the conclusion of the winding-up of Telewest and Telewest Jersey (as applicable).