STEP-IN AND STEP-OUT Sample Clauses

STEP-IN AND STEP-OUT. 3.1 Step-In Notice (a) no later than 10 Business Days after termination of the Project Agreement if the Project Agreement was terminated by the Authority; and (b) no later than 10 Business Days after delivery of the Termination Notice to the Authority.
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STEP-IN AND STEP-OUT. 4.1 If Agent shall take any steps to enforce the whole or any part of the security granted pursuant to the Security Documents, Agent may, at any time prior to the expiry of a termination Notice or Counter Notice or, if a Termination Notice or Counter Notice has not been given, at any time after service of an Enforcement Notice, give at least thirty (30) days but no more than sixty [60] days’ prior written notice to CER (a “Step-in Notice”) of the intention of Agent to issue a Step-in Undertaking on a specified date. Subject to Clause 8.2, CER shall not be entitled to terminate the Implementation Agreement during the notice period specified in a Step-in Notice. (a) Within thirty [30] days of receipt of the Step-in Notice CER shall give written notice to Agent of any sums which are or shall become due and payable and of any obligations which are or shall become outstanding by Generator to CER under the Implementation Agreement up to the date specified in the Step-in Notice as being the proposed date of issue of a Step-in Undertaking. (b) Upon receipt of the information referred to in Clause 4.2(a), Agent, not later than thirty [60] days after the date of issue of the Step-in Notice, may give notice to the CER stating that it wishes any receiver or manager appointed pursuant to the Security Documents or a company the whole of whose issued share capital is held by the Banks (A “Bank Entity”) to become a joint and several obligor with the Generator in respect of the Generator’s obligations under the Implementation Agreement and the Bank Entity shall execute a written undertaking (in form and substance reasonably satisfactory to CER) (the “Step-in Undertaking”) (accompanied by such financial support for the Bank Entity from the Banks or otherwise so that the CER (acting reasonably) is satisfied that the Bank Entity is capable of meeting its obligations under the Step-in Undertaking), incorporating a clause in terms similar to Clause 13: (i) pay to CER within forty-give [45] days of demand by CER any sum due and payable but unpaid by Generator to CER under the Implementation Agreement prior to the date of issue of the Step-in Undertaking, as notified by CER pursuant to Clause 4.2(a); (ii) perform any outstanding obligations of Generator under the Implementation Agreement which shall have arisen prior to the date of issue of the Step-in Undertaking, as notified by CER pursuant to Clause 4.2(a); (iii) pay any sum due and payable under the Implementation Agreement w...
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STEP-IN AND STEP-OUT. 13 4.1 Step­In 13 4.2 Step Out 14 5. NOVATION 15 5.1 Proposed Substitute Concessionaire 15 5.2 Information for Consent to Novation 16 5.3 Grant of Consent 16 5.4 Subsequent Proposed Novations 18 5.5 Implementation of Novation 18 5.6 Continuation of Step­in Period 19
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STEP-IN AND STEP-OUT. 4.1 Step­In 4.1.1 At least 10 days before the Agent delivers a Step­In Notice, the Agent will deliver notice (an “Appointed Representative Notice”) to the Province of: 4.1.1.1 its intention to deliver a Step­In Notice; and 4.1.1.2 the identity of its proposed Appointed Representative. 4.1.2 If, at any time: 4.1.2.1 during the Required Period; or 4.1.2.2 during which an Enforcement Event is subsisting (whether or not a Termination Notice has been given by the Province), the Agent gives notice (a “Step­In Notice”) to the Province electing to appoint the Appointed Representative identified in an Appointed Representative Notice delivered pursuant to Section 4.1.1, together with a written consent from the Appointed Representative confirming its consent to act in such capacity, then during the Step­In Period the Appointed Representative will assume, jointly with the Concessionaire, all of the Concessionaire’s rights under the Concession Agreement. 4.1.3 During the Step­In Period, the Province will deal with the Appointed Representative instead of the Concessionaire in connection with all matters related to the Concession Agreement, and the Concessionaire agrees to be bound by all such dealings between the Province and the Appointed Representative to the same extent as if they had been between the Province and the Concessionaire. The Appointed Representative will at all times during the Step­In Period grant to the Province and its authorized representatives: 4.1.3.1 timely, full, complete and unrestricted access to all of the Concessionaire’s books, records and information; and 4.1.3.2 a right of access to the Appointed Representative’s books, records and information that is equivalent to the rights of access that the Province has to the Concessionaire books, records and information under the Concession Agreement, in order to enable the Province to monitor the performance of the obligations under the Concession Agreement.
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STEP-IN AND STEP-OUT. In Notice
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Related to STEP-IN AND STEP-OUT

  • Step IV If the grievant is not satisfied with the disposition of the grievance or if no disposition has been made within the above stated time limits, the grievant and/or the Association shall complete Grievance Report Form, Step IV, within ten (10) school days after notification of Step III disposition and submit the grievance to final and binding arbitration according to the voluntary rules and regulations of the American Arbitration Association. The Arbitrator's decision will be final and binding on all parties. The cost of arbitration shall be the responsibility of the party losing arbitration.

  • Step III 21.5.1 If the employee desires to appeal the grievance to Step III, the employee shall indicate in writing the reason for the appeal and present it along with the original written grievance to the Municipal Employee Relations Officer or designee within ten (10) working days following receipt of the written decision at Step II. 21.5.2 Within ten (10) working days after receipt of the appeal to Step III, the Municipal Employee Relations Officer or designee shall schedule a meeting with the employee, the appropriate Union representative, and the Department Director or designee to discuss the matter. A written decision shall be given to the employee or the appropriate Employee Organization representative within ten (10) working days following the meeting. 21.5.3 If the decision of the Municipal Employee Relations Officer or designee is unsatisfactory, the appropriate Employee Organization representative may appeal the grievance to Step IV - Arbitration.

  • Step I 18.3.1.1 An employee may present the grievance orally either directly or through the Union representative to the immediate supervisor. The grievance must be presented within ten (10) working days following the event or events on which the grievance is based. The immediate supervisor shall make whatever investigation is necessary to obtain the facts pertaining to the grievance. Within ten (10) working days after receiving the oral grievance, the immediate supervisor shall give the employee an oral reply. 18.3.1.2 If the employee is not satisfied with the reply of his/her immediate supervisor, he/she may appeal the grievance to Step II.

  • Step One a. The local or an employee alleging a grievance ("the grievor") shall request a meeting with the employer official directly responsible, and at such meeting they shall attempt to resolve the grievance summarily. Where the grievor is not the local, the grievor shall be accompanied at this meeting by a representative appointed by the local. b. The grievance must be raised within thirty (30) working days of the alleged violation, or within thirty (30) working days of the party becoming reasonably aware of the alleged violation.

  • STEP II If the grievance is not resolved at Step I, the Association may refer the grievance to the superintendent or the superintendent's official designee within fifteen (15) days after receipt of the Step I answer. The superintendent shall arrange with the Association representative for a meeting to take place within fifteen (15) days of the superintendent's receipt of the appeal. Within ten (10) days of the meeting, the Association shall be provided with the superintendent's written response, including the reasons for the decision.

  • CONSOLIDATION, MERGER AND SALE Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Consolidation, Merger and Sale of Assets (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

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