OPERATING/RELEASE PROCEDURE Sample Clauses
The OPERATING/RELEASE PROCEDURE clause outlines the specific steps and requirements for the operation and subsequent release of an asset, property, or contractual obligation. Typically, this clause details the conditions that must be met before an asset can be operated or released, such as inspections, approvals, or the fulfillment of certain obligations. For example, it may require that all safety checks are completed and documented before equipment is put into use or returned to the owner. The core function of this clause is to ensure a clear, standardized process that minimizes disputes and ensures all parties understand their responsibilities during the operation and release phases.
OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions.
6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement.
6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment.
6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction:
(a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement;
(b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied ...
OPERATING/RELEASE PROCEDURE. 6.1 Subject to Clauses 6.3 to 6.7, 7 and 8, the Account Bank shall:
(a) release the relevant Account Amount or any portion thereof to any designated payee, including the Issuer, in accordance with
(i) an Instruction submitted by the Issuer (or the Administrator on its behalf) via SWIFT (a "SWIFT Instruction") or Citi Direct (a "Citi Direct Instruction"), or
(ii) the terms of a payment instruction substantially in the form set out in Schedule 1 (Form of Payment Instruction) (a "Payment Instruction") signed by an Authorised Representative of the Administrator (on behalf of the Issuer) directing the Account Bank to release the relevant Account Amount or any portion thereof as set forth therein;
(b) pay, release, transfer, liquidate or otherwise deal with the relevant Account Amount or any portion thereof, in accordance with (and no later than five (5) clear Business Days following receipt of), the terms of an order, judgment, award, decision or decree determining the entitlement of the Issuer or any other person to the relevant Account Amount or any portion thereof, provided that, at the Account Bank's sole discretion, such order, judgment, award, decision or decree shall be accompanied by a legal opinion satisfactory to the Account Bank confirming the effect of such order, judgment, award, decision or decree and that it represents a final adjudication of the rights of the parties by a court or tribunal of competent jurisdiction, and that the time for appeal from such order, judgment, award, decision or decree has expired without an appeal having been made, subject in each case to any relevant Instruction and, in relation to Clause 6.1(b)(ii) below, during times when the SWIFT system or the Citi Direct system (as applicable) is operating normally, being received by the Account Bank from the Issuer (or the Administrator on its behalf):
(i) in the case of Instructions sent via facsimile or SFTS, by 12:00 pm (London time) on the prior Business Day, and
(ii) in the case of Instructions sent via the SWIFT system or the Citi Direct system (as the case may be) and subject to (x) the then current system timing limitations of SWIFT or Citi Direct (as applicable) and (y) no manual intervention by the Account Bank being required, by 3:45 pm (London time) on the date on which any payment or transfer is to be made, and provided that the Account Bank shall only be required to make any payment, transfer, or take any other action on a Business Day and provided further that:
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OPERATING/RELEASE PROCEDURE. 6.1 The Custodian shall only release the Shares or any portion thereof to any party (including the Company) at the direction of the Agent in accordance with an Agent Transfer Instruction provided that at any time after the Custodian has received notice from the Agent that the Secured Obligations have been discharged and paid in full, the Custodian may release the Shares or any portion thereof to any party at the direction of the Company in accordance with a Company Transfer Instruction.
6.2 Each Transfer Instruction shall be signed by an Authorised Representative of the Agent and / or the Company, as the case may be.
6.3 The Agent shall inform the Custodian upon the Secured Obligations being discharged and paid in full.
6.4 The Company acknowledges that it is responsible for submitting, or arranging for the submission of each Company Transfer Instruction to the Agent at the same time as it submits such Company Transfer Instruction to the Custodian.
6.5 The Agent shall use its reasonable endeavours to review each Company Transfer Instruction received by it in accordance with Clause 6.1 within 24 hours of receipt and following such review shall either (a) countersign the Company Transfer Instruction and transmit the same to the Custodian or (b) notify the Custodian and the Company that it will not be counter-signing the Company Transfer Instruction.
6.6 All Transfer Instructions shall be received by the Custodian at least by 12 noon (London time) 1 clear Business Day before the date on which the transfer is to be made.
6.7 The Custody Account will be in the name of the Company or such other name as the Company may reasonably designate and will indicate that Shares do not belong to the Custodian and are segregated from the Custodian's assets. The Custodian is not acting under this Agreement as an investment manager, trustee or custodian, nor as an investment, legal or tax adviser to the Company, and the Custodian's duty in respect of the Shares is solely to safekeep the Shares in accordance with the terms of this Agreement and the Custodian Accounts Charge.
6.8 The Custodian may from time to time deposit the Shares with an agent or depository or make such other arrangements for the safekeeping of the Shares as it may consider appropriate. If the Custodian selects and uses such agent or depository it will comply with the Rules, but will be responsible only for negligence in selection (where there exists a choice in selection) and not for performance (save that...
OPERATING/RELEASE PROCEDURE. Subject to Clauses 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (Operating/Release Procedure), 6 (Escrow Agent) and 7 (Representations and Warranties), the Escrow Agent shall release the Escrow Amount or any portion thereof to the Seller or the Buyer or any designated payee as specified in this Agreement, in accordance with:
OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions.
6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) by SFTS or if SFTS is unavailable in PDF format (or equivalent acceptable to the Account Bank) via e- mail to the Account Bank's e-mail address set out in paragraph 7 (Addresses and Notices) of the Incorporated Terms Memorandum for any other Payment Instruction, or
OPERATING/RELEASE PROCEDURE. 5.1 Subject to Clauses 5.4 to 5.7, 6 and 7, the Escrow Agent shall release the Account Assets or any portion thereof to any designated payee, including Party A and Party B, in accordance with:
(a) the terms of a payment instruction substantially in the form set out in Schedule 1 (Form of Payment Instruction) (a “Payment Instruction”) signed by an Authorised Representative of Party A and an Authorised Representative of Party B directing the Escrow Agent to release the Account Assets or any portion thereof as set forth therein. Such Payment Instruction shall be given to the Escrow Agent by no later than 10.30 a.m. (U.K. time) on 30 November 2012 (or such later date as the Parties agree); or
(b) the terms of an order, judgment, award, decision or decree ordering the release of the Account Assets or any portion thereof, accompanied by a legal opinion satisfactory to the Escrow Agent given by counsel for the party requesting such release to the effect that such order, judgment, award, decision or decree represents a final adjudication of the rights of the parties by a court or tribunal of competent jurisdiction, and that the time for appeal from such order, judgment, award, decision or decree has expired without an appeal having been made, provided that the Escrow Agent shall only be required to release such funds on a Payment Business Day.
5.2 Party A and Party B undertake to give the Escrow Agent three (3) clear Business Days’ notice in writing in accordance with Clause 10 of any amendment to their Authorised Representatives or Call-back Contacts giving the details specified in the relevant part of Schedule 2 (Authorised Representatives and Call-back Contacts). Any amendment of the Authorised Representatives or Call-back Contacts of Party A or Party B shall take effect upon the expiry of such three (3) clear Business Days’ notice (or such shorter period as agreed by the Escrow Agent in its absolute discretion).
5.3 As soon as practicable upon receipt of an order, judgment or decree and opinion of counsel referred to in Clause 5.1(b) (and in no event later than five (5) clear Payment Business Days following any such receipt), the Escrow Agent shall release the Account Assets, or portion thereof, in accordance therewith.
5.4 Any payment by the Escrow Agent under this Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable law, rule, regulation, or practice of any rel...