Substitution by Xxxxxxx’ Representative Sample Clauses

Substitution by Xxxxxxx’ Representative. In the event of Concessionaire Default which is not rectified in time, Maha-Metro shall, if there be any Lenders, send a copy of the Termination Notice to the Lenders’ Representative to inform and grant 15 (Fifteen) days to the Lenders’ Representative, for making a representation on behalf of the Lenders stating the intention to substitute the Concessionaire. In case Maha-Metro receives a representation on behalf of the Lenders, within the aforesaid period, Maha-Metro shall withhold the termination for a period not exceeding 180 (one hundred and eighty) days, for enabling the Lenders’ Representative to exercise the Lenders’ right of substitution in accordance with the Substitution Agreement and substitute the Concessionaire with a Nominated Company. The nomination by Xxxxxx’s hall not be rejected for reasons other than non-fulfilment of eligibility criteria stated in the RFP Document, provided that “Any entity/novatee (the Novatee, its Member, or Associate was, either by itself or as Member of a consortium) which has been barred by the Central Government / State Government or any entity Controlled by it, from participating in any project (BOT, BOOT, DBFOT or otherwise) and where the bar subsists as on the Date of Novation, or has been declared by the Maha- Metro as non-performer/blacklisted would not be eligible to submit its application for Novation, either individually or as Member of a Consortium.
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Substitution by Xxxxxxx’ Representative. In the event of Concessionaire’s default, Authority shall, if there be any Lenders, send copy of the Termination Notice to the Lenders’ Representative to inform and grant 15 (fifteen) days to the Lenders’ Representative, for making representation on behalf of the Lenders stating the intention to substitute the Concessionaire. In case Authority receives representation on behalf of the Lenders, within the aforesaid period, the Authority shall withhold the termination for period not exceeding 180 (one hundred and eighty) days, for enabling the Lenders’ Representative to exercise the Lenders’ right of substitution in accordance with the Substitution Agreement, and substitute the Concessionaire with Nominated Company.
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Substitution by Xxxxxxx’ Representative. In the event of Concessionaire Default, Maha-Metro shall, if there be any Lenders, send a copy of the Termination Notice to the Lenders’ Representative to inform and grant 15 (Fifteen) days to the Lenders’ Representative, for making a representation on behalf of the Lenders stating the intention to substitute the Concessionaire. In case Maha-Metro receives a representation on behalf of the Lenders, within the aforesaid period, Maha- Metro shall withhold the termination for a period not exceeding 180 (one hundred and eighty) days, for enabling the Lenders’ Representative to exercise the Lenders’ right of substitution in accordance with the Substitution Agreement, and substitute the Concessionaire with a Nominated Company.
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Substitution by Xxxxxxx’ Representative i. On occurrence of a Concessionaire’s Event of Default, the Concessioning Authority shall, through the Notice of Intention to Terminate to the Lender’s Representative, grant 30 (thirty) days from the date of Notice of Intention to Terminate to the Lender’s Representative, for making a representation on behalf of the Lenders stating the intention to undertake Substitution of the Concessionaire in accordance with the Substitution Agreement. ii. In the event the Concessioning Authority receives such a representation on behalf of the Lenders, it shall withhold termination for a period not exceeding 180 (one hundred and eighty) days from the date of the Suspension Notice, and exercise its right of Suspension, as per sub Clause (4) b. above, for enabling the Lender’s Representative to exercise the Lenders right of Substitution in accordance with the Substitution Agreement.
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Related to Substitution by Xxxxxxx’ Representative

  • Termination by Xxxxxxx If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty (60) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

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