SUBSTITUTION OF OBLIGATIONS Sample Clauses

SUBSTITUTION OF OBLIGATIONS. Notwithstanding any other provision of this Agreement, at the Written Request of the County, with the approval of the Bank, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer, otherwise dispose of or request the redemption of the Escrowed Securities held hereunder and to substitute therefor Escrowed Securities; provided, however, the foregoing may be effected only if: (i) the substitution of the Escrowed Securities for the substituted Escrowed Securities occurs simultaneously; (ii) the amounts of and dates on which the anticipated transfers from the Escrow Deposit Trust Fund to the 2006 Trustee for the payment of principal of, redemption premium, if any, and interest on the Refunded 2006 Bank Bonds, will not be diminished or postponed thereby; (iii) the Escrow Agent shall receive from a nationally recognized independent certified public accountant firm a certification that, immediately after such substitution, the principal of and the interest on the Escrowed Securities
Sample 1Sample 2
AutoNDA by SimpleDocs
SUBSTITUTION OF OBLIGATIONS. Notwithstanding any other provision of this Agreement, at the Written Request of the County, with the approval of the Bank and the 2009 Insurer, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer, otherwise dispose of or request the redemption of the Escrowed Securities held hereunder and to substitute therefor other Escrowed Securities; provided, however, the foregoing may be effected only if: (i) the substitution of the Escrowed Securities for the substituted Escrowed Securities occurs simultaneously; (ii) the amounts of and dates on which the anticipated transfers from the Escrow Fund to the 2009 Trustee for the payment of principal of, redemption premium, if any, and interest on the Defeased 2009 Bonds, will not be diminished or postponed thereby; (iii) the Escrow Agent shall receive from a nationally recognized independent certified public accountant firm a certification, with a copy to the 2009 Insurer, that, immediately after such substitution, the principal of and the interest on the Escrowed Securities in the Escrow Fund when due and paid will, together with any other moneys held for such purpose, be sufficient to pay the principal of, redemption premium, if any, and interest on the Defeased 2009 Bonds, when due, in accordance with this Agreement; and (iv) the Escrow Agent and the 2009 Insurer shall receive an opinion from Xxxxxx Snow LLP, or from any other nationally recognized attorneys on the subject of the exclusion from federal gross income of interest on municipal bonds, to the effect that the disposition and substitution or purchase of such Escrowed Securities will not, under the statutes, rules, regulations and court decisions then in force and applicable to the Defeased 2009 Bonds, impair the excludability of the interest on the 2009 Bonds from gross income for federal income tax purposes, that such disposition and substitution or purchase is not inconsistent with the statutes and regulations applicable to the 2009 Bonds and that the conditions of this Section 2.04 have been satisfied. Any surplus moneys resulting from the sale, transfer, other disposition or redemption of the Escrowed Securities held hereunder and the substitutions therefor of Escrowed Securities shall be released from the Trust Estate and shall be transferred to the County. The County hereby covenants and agrees that it will not request the Escrow Agent to exercise any of the powers described in the preced...
Sample 1
SUBSTITUTION OF OBLIGATIONS. This Agreement is intended to replace the Put/Call Agreement, and Sapiens shall have no further obligations to the Investors pursuant to the Put/Call Agreement. Furthermore, this Agreement is intended to settle any differences of opinion that the parties may have had regarding the amounts payable to the Investors under the Put/Call Agreement, and each of Sapiens and the Investors hereby waives any claims they may have had against the other party arising from the Put/Call Agreement.
Sample 1

Related to SUBSTITUTION OF OBLIGATIONS

  • Duration of Obligations The Manager’s obligation to provide Disentanglement Services will continue during the period commencing on the date that a Termination Notice is delivered and ending on the date on which the Successor Manager or the re-engaged Manager assumes all of the obligations of the Manager hereunder (the “Disentanglement Period”).

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall be an intended third party beneficiary of the provisions of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any commission arising from this Lease and may enforce that right directly against Lessor and its successors.

  • Reaffirmation of Obligations Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

  • Delegation of Obligations The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

  • Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

  • Mitigation of Obligations If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.18 or Section 2.20, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

  • Survival of Obligations Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

  • Acceleration of Obligations Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, including (i) any accrued and unpaid interest, (ii) the amounts which would have otherwise come due under Section 2.3(b)(ii) if the Loans had been voluntarily prepaid, (iii) the unpaid principal balance of the Loans and (iv) all other sums, if any, that shall have become due and payable hereunder, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.12 or 8.13 all Obligations shall become immediately due and payable without any action by Lender);

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!