Common use of Governmental Takings Clause in Contracts

Governmental Takings. Should any of the Collateral be taken pursuant to the lawful exercise by the government of the Republic of Indonesia or any political subdivision thereof of any right which it may then have to purchase, or to designate a purchaser or to order sale of, all or any part of the Collateral (a "Governmental Taking"), the Trustee shall release the property so taken or purchased, but only upon receipt by the Trustee of the following: (a) an Officer's Certificate stating that (i) such property has been taken pursuant to a lawful right vested in the government of the Republic of Indonesia or any political subdivision thereof to purchase, or to designate a purchaser or order a sale of, such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with and (ii) that the amount of the proceeds of the property so sold is not less than the amount to which the Company is entitled under the terms of such Governmental Taking; (b) acknowledgment by the Collateral Agent that the award for such property or the proceeds of such sale, has been deposited in the Collateral Accounts subject to the disposition thereof pursuant to Section 4.08 hereof; provided, however, that, in lieu of all or any part of such award or proceeds, the Company shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a prior Permitted Lien on all or any part of the property to be released, stating that such award or proceeds, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such prior Lien, in which case the balance of the award, if any, shall be delivered to the Collateral Agent for deposit in the Notes Collateral Account; (c) an Opinion of Counsel substantially to the effect that: (1) such Governmental Taking was a lawful exercise of a right vested in the government of Indonesia or any political subdivision thereof; (2) the award for the property so taken has become final or that, to the best of such counsel's knowledge, no appeal is contemplated or pending. (3) if, pursuant to Section 12.08(b), the award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a prior Permitted Lien, that the property to be released, or a specified portion thereof, is or immediately before such taking or purchase was subject to such prior Permitted Lien, and that such deposit is required by such prior Permitted Lien; and (4) that the instrument or the instruments and the award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent conform to the requirements of this Indenture, the Collateral Agency Agreement and the Security Documents and that, upon the basis of such application, the Trustee is permitted by the terms hereof to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with; and (d) a counterpart of the instruments proposed to give effect to such release fully executed and acknowledged (if applicable) by all parties thereto other than any applicable governmental entity, the Trustee, the other Secured Creditors and Secured Creditors' Representatives and in form for execution by the Trustee. In any proceedings for any Governmental Taking of any part of the Collateral, by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company. The Company shall cause all cash and Temporary Cash Investments received pursuant to this Section 12.08 to be deposited with and held by the Collateral Agent upon the terms set forth herein and in the Collateral Agency Agreement. The Company shall cause all purchase money and other obligations received to be deposited with and held by Collateral Agent upon the terms set forth herein and in the Collateral Agency Agreement.

Governmental Takings. Should any of the Collateral be taken pursuant to the lawful exercise by the government of the Republic of Indonesia or any political subdivision thereof of any right which it may then have to purchase, or to designate a purchaser or to order sale of, all or any part of the Collateral (a "Governmental TakingGOVERNMENTAL TAKING"), the Trustee shall release the property so taken or purchased, but only upon receipt by the Trustee of the following: (a) an Officer's Certificate stating that (i) such property has been taken pursuant to a lawful right vested in the government of the Republic of Indonesia or any political subdivision thereof to purchase, or to designate a purchaser or order a sale of, such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with and (ii) that the amount of the proceeds of the property so sold is not less than the amount to which the Company is entitled under the terms of such Governmental Taking; (b) acknowledgment by the Collateral Agent that the award for such property or the proceeds of such sale, has been deposited in the Collateral Accounts subject to the disposition thereof pursuant to Section 4.08 hereof; providedPROVIDED, howeverHOWEVER, that, in lieu of all or any part of such award or proceeds, the Company shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a prior Permitted Lien on all or 68 any part of the property to be released, stating that such award or proceeds, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such prior Lien, in which case the balance of the award, if any, shall be delivered to the Collateral Agent for deposit in the Notes Collateral Account; (c) an Opinion of Counsel substantially to the effect that: (1) such Governmental Taking was a lawful exercise of a right vested in the government of Indonesia or any political subdivision thereof; (2) the award for the property so taken has become final or that, to the best of such counsel's knowledge, no appeal is contemplated or pending. (3) if, pursuant to Section 12.08(b), the award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a prior Permitted Lien, that the property to be released, or a specified portion thereof, is or immediately before such taking or purchase was subject to such prior Permitted Lien, and that such deposit is required by such prior Permitted Lien; and (4) that the instrument or the instruments and the award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent conform to the requirements of this Indenture, the Collateral Agency Agreement and the Security Documents and that, upon the basis of such application, the Trustee is permitted by the terms hereof to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with; and (d) a counterpart of the instruments proposed to give effect to such release fully executed and acknowledged (if applicable) by all parties thereto other than any applicable governmental entity, the Trustee, the other Secured Creditors and Secured Creditors' Representatives and in form for execution by the Trustee. In any proceedings for any Governmental Taking of any part of the Collateral, by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company. The Company shall cause all cash and Temporary Cash Investments received pursuant to this Section 12.08 to be deposited with and held by the Collateral Agent upon the terms set forth herein and in the Collateral Agency Agreement. The Company shall cause all purchase money and other obligations received to be deposited with and held by Collateral Agent upon the terms set forth herein and in the Collateral Agency Agreement.

Governmental Takings. Should any of the Collateral be taken pursuant to the lawful exercise by the government of the Republic of Indonesia or any political subdivision thereof of any right which it may then have to purchase, or to designate a purchaser or to order sale of, all or any part of the Collateral (a "Governmental TakingGOVERNMENTAL TAKING"), the Trustee shall release the property so taken or purchased, but only upon receipt by the Trustee of the following: (a) an Officer's Certificate stating that (i) such property has been taken pursuant to a lawful right vested in the government of the Republic of Indonesia or any political subdivision thereof to purchase, or to designate a purchaser or order a sale of, such property and the amount of the proceeds of such sale, and that all conditions precedent herein provided for relating to such release have been complied with and (ii) that the amount of the proceeds of the property so sold is not less than the amount to which the Company is entitled under the terms of such Governmental Taking; (b) acknowledgment by the Collateral Agent that the award for such property or the proceeds of such sale, has been deposited in the Collateral Accounts subject to the disposition thereof pursuant to Section 4.08 hereof; providedPROVIDED, howeverHOWEVER, that, in lieu of all or any part of such award or proceeds, the Company shall have the right to deliver to the Trustee a certificate of the trustee, mortgagee or other holder of a prior Permitted Lien on all or any part of the property to be released, stating that such award or proceeds, or a specified portion thereof, has been deposited with such trustee, mortgagee or other holder pursuant to the requirements of such prior Lien, in which case the balance of the award, if any, shall be delivered to the Collateral Agent for deposit in the Notes Collateral Account; (c) an Opinion of Counsel substantially to the effect that: (1) such Governmental Taking was a lawful exercise of a right vested in the government of Indonesia or any political subdivision thereof; (2) the award for the property so taken has become final or that, to the best of such counsel's knowledge, no appeal is contemplated or pending. (3) if, pursuant to Section 12.08(b), the award for such property or the proceeds of such sale, or a specified portion thereof, shall be certified to have been deposited with the trustee, mortgagee or other holder of a prior Permitted Lien, that the property to be released, or a specified portion thereof, is or immediately before such taking or purchase was subject to such prior Permitted Lien, and that such deposit is required by such prior Permitted Lien; and (4) that the instrument or the instruments and the award or proceeds of such sale which have been or are therewith delivered to and deposited with the Collateral Agent conform to the requirements of this Indenture, the Collateral Agency Agreement and the Security Documents and that, upon the basis of such application, the Trustee is permitted by the terms hereof to execute and deliver the release requested, and that all conditions precedent herein provided for relating to such release have been complied with; and (d) a counterpart of the instruments proposed to give effect to such release fully executed and acknowledged (if applicable) by all parties thereto other than any applicable governmental entity, the Trustee, the other Secured Creditors and Secured Creditors' Representatives and in form for execution by the Trustee. In any proceedings for any Governmental Taking of any part of the Collateral, by virtue of any such right to purchase or designate a purchaser or to order a sale, the Trustee may be represented by counsel who may be counsel for the Company. The Company shall cause all cash and Temporary Cash Investments received pursuant to this Section 12.08 to be deposited with and held by the Collateral Agent upon the terms set forth herein and in the Collateral Agency Agreement. The Company shall cause all purchase money and other obligations received to be deposited with and held by Collateral Agent upon the terms set forth herein and in the Collateral Agency Agreement.