SUBSTITUTION CERTIFICATES Sample Clauses

SUBSTITUTION CERTIFICATES. (a) If a Participant or the Working Capital Facility Provider wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute shall execute and deliver to the Agent 4 counterparts of a certificate substantially in the form of annexure D. (b) On receipt of the certificate, if the Agent is satisfied that the substitution complies with clause 35.2, it shall promptly: (i) notify the Operator; (ii) countersign the counterparts on behalf of all other parties to this Agreement; (iii) enter the substitution in a register kept by it (which will be conclusive); and (iv) retain one counterpart and deliver the others to the retiring Participant or the Working Capital Facility Provider, the substitute Participant or the Working Capital Facility Provider and the Operator. (c) When the certificate is countersigned by the Agent the retiring Participant or the Working Capital Facility Provider will be relieved of its obligations, and the substitute Participant will be bound by the Transaction Documents, as stated in the certificate. (d) Each other party to this Agreement irrevocably authorises the Agent to sign each certificate on its behalf. (e) Unless the Agent otherwise agrees, no substitution may be made while any Drawdown Notice or Selection Notice is current. (f) The relevant Participant or the Working Capital Facility Provider, as applicable, must pay all costs of the substitution.
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SUBSTITUTION CERTIFICATES. (a) If a Lender wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute shall in the Australian Capital Territory or outside Australia execute and deliver to the Agent four counterparts of a certificate substantially in the form of Annexure F. (b) On receipt of the certificate, if the Agent is satisfied that the substitution complies with Clause 34.2, it shall promptly: (i) notify the Borrower; (ii) countersign the counterparts on behalf of all other parties to this Agreement; (iii) enter the substitution in a register kept by it (which will be conclusive); and (c) When the certificate is countersigned by the Agent the retiring Lender will be relieved of its obligations to the extent specified in the certificate and the substitute Lender will be bound by the Transaction Documents as stated in the certificate. (d) Each other party to this Agreement irrevocably authorises the Agent to sign each certificate on its behalf. (e) Unless the Agent otherwise agrees, no substitution may be made while any Drawdown Notice or Selection Notice is current.
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SUBSTITUTION CERTIFICATES. 50 31.4 Disclosure ........................................................51 31.5 No increased costs ................................................51
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SUBSTITUTION CERTIFICATES. (a) If a Participant (the TRANSFEROR) wishes to substitute a new bank or financial institution for all or part of its participation under this Agreement, it and the substitute must execute and deliver to the Agent four counterparts of a certificate substantially in the form of Annexure D. (b) On receipt of the certificate, if the Agent is satisfied that the substitution complies with Clause 31.2, it must promptly: (i) notify Xxxxxx'x Brewing Group; (ii) countersign the counterparts on behalf of all other parties to this Agreement; (iii) enter the substitution in a register kept by it (which will be conclusive); and (iv) retain one counterpart and deliver the others to the Transferor Participant, the substitute Participant and Xxxxxx'x Brewing Group. (c) When the certificate is countersigned by the Agent, the Transferor will be relieved of its obligations to the extent specified in the certificate and the substitute Participant will be bound by this Agreement and the Trust Deed as stated in the certificate. BRIDGING FACILITY AGREEMENT Xxxxxx Xxxxxxxx & Hedderwicks -------------------------------------------------------------------------------- (d) Each other party to this Agreement irrevocably authorises the Agent to sign each certificate on its behalf. (e) Unless the Agent otherwise agrees, no substitution may be made while any Drawdown Notice or Selection Notice is current. (f) Each Participant which has transferred or assigned any of its rights or obligations under this Agreement to a person who is not a Creditor must give Xxxxxx'x Brewing Group and the Trustee the notices referred to in Clause 7.2 of Trust Deed with respect to such assignment or transfer unless that person is already a Creditor and a copy of the applicable Creditor Accession Deed has been given to the Agent.
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SUBSTITUTION CERTIFICATES. 63 34.4 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 34.5 No increased costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
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SUBSTITUTION CERTIFICATES. (a) Subject to Clause 29.10 if any Bank (the "Existing Bank") wishes to transfer all or any part of its rights, benefits and/or obligations under the Finance Documents to another bank (the "New Bank") then, as an alternative to Clause 29.3, provided that the New Bank is then a Recognised Bank and that if it is a bank having its principal place of business in the U.S. A. it is a bank as defined in section 3(a)(6) of the Securities Xxxxxxxx Xxx 0000 of the U.S.A., the Existing Bank may, with the consent of the Company (such consent not to be unreasonably withheld and not to be required for assignments or transfers from a Bank to another Bank or to an Affiliate of any Bank) effect a substitution in respect thereof involving the New Bank in respect of all of its rights, benefits and/or obligations by the delivery to the Facility Agent and acceptance by it of a duly completed certificate executed by the Existing Bank and the New Bank in substantially the form of Schedule D (a "Substitution Certificate"). (b) Upon delivery to the Facility Agent of any Substitution Certificate and acceptance of the same by the Facility Agent (which delivery and acceptance shall be evidenced exclusively and conclusively by the Agent's countersignature thereon pursuant to paragraph (d) below):- (i) the respective rights of the Existing Bank and the Obligors (or the relevant Obligors) against each other under the Finance Documents with respect to all or the relevant part of the Existing Bank's relevant Commitment and/or relevant Advances (all as specified in the schedule to such Substitution Certificate), shall be terminated and each shall be released from all further obligations to the other under the Finance Documents with respect to the same, (all such rights and obligations to be so terminated or released being referred to as "Discharged Rights and Obligations"); (ii) the relevant Obligors and the New Bank and (through the Facility Agent) the other parties to the Finance Documents shall each acquire rights against each other and assume obligations towards each other which differ from the Discharged Rights and Obligations only (subject as provided in Clause 29.7) insofar as the Obligors, the New Bank and such other parties have assumed and/or acquired the same in place of the Obligors, the Existing Bank and such other parties respectively; (iii) the Facility Agent, the Security Agent, the New Bank and the other Banks as well as the other parties to the Finance Documents shall acq...
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Related to SUBSTITUTION CERTIFICATES

  • Legend on Certificates The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed or quoted or market to which the Shares are admitted for trading and, any applicable federal or state or any other applicable laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Legends on Certificates All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

  • Reliance on Certificates The Lenders, the Issuing Banks and the Administrative Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of the Borrower as to the names, incumbency, authority and signatures of the respective individuals named therein until such time as the Administrative Agent may receive a replacement certificate, in form acceptable to the Administrative Agent, from an officer of such Person identified to the Administrative Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of such Person thereafter authorized to act on behalf of such Person.

  • Replacement Certificates If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Lost Certificates If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Merger Consideration.

  • FIRPTA Certificates Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser or the Paying Agent (as defined in the Merger Agreement), as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "FIRPTA Certificate"). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser or the Paying Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.

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