SUBSTITUTION OF UNITS Sample Clauses

SUBSTITUTION OF UNITS. A Holder may separate the Debentures from the related Purchase Contracts in respect of a Corporate Unit by substituting for such Debentures Treasury Securities in an aggregate principal amount equal to the aggregate principal amount of such Debentures (a "COLLATERAL SUBSTITUTION"), at any time from and after the date of this Agreement and on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date by (a) depositing with the Securities Intermediary Treasury Securities having an aggregate principal amount equal to the aggregate principal amount of the Debentures comprising part of such Corporate Unit, and (b) transferring the related Corporate Unit to the Agent accompanied by a notice to the Agent, substantially in the form of EXHIBIT C, stating that the Holder has transferred the relevant amount of Treasury Securities to the Securities Intermediary and requesting that the Agent instruct the Collateral Agent to release the Debentures underlying such Corporate Unit, after which the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement. Upon receipt of the Treasury Securities described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to release to the Agent, on behalf of the Holder, Debentures having a corresponding aggregate principal amount at maturity, from the Pledge, free and clear of the Company's security interest, and upon receiving them the Agent shall promptly: (i) cancel the related Corporate Unit; (ii) transfer the Debentures to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Treasury Unit Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Unit. Holders who elect to separate the Debentures from the related Purchase Contract and to substitute Treasury Securities for such Debentures shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Holders may make Collateral Substitutions only in integral multiples of [5000] Corporate Units. If a Holder making a Collateral Substitution pursuant to this Section...
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SUBSTITUTION OF UNITS. Section 3.14. Reestablishment of Corporate Unit . . .
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SUBSTITUTION OF UNITS. 1. Except (i) during any period when there exists an Event of Default or Default and (ii) at any time after Lessee elects any Sale Option, Lessee may substitute a unit of equipment of similar age, quality and manufacture, and of equal or greater utility and value (including residual value at expirations), for any Unit. For this purpose, the value of any Unit and any proposed substitute unit shall be mutually agreed by Lessor and Lessee. If Lessor and Lessee are not able to agree upon such values, an independent appraiser mutually acceptable to Lessor and Lessee shall be selected to determine such values, at Lessee's expense. 2. Lessor shall release Units from this Lease pursuant to this Paragraph upon the following conditions: (a) Lessor shall deliver to Lessee a quitclaim xxxx of sale (without representations or warranties except that the Unit is free and clear of all claims, liens, security interests and other encumbrances by or in favor of any person claiming by, through or under Lessor) for such Units, and such other documents as may be required to release such Units from the terms of this Lease, in such form as may reasonably be requested by Lessee, all at Lessee's expense; (b) Lessee shall provide evidence that Lessor has a prior perfected first priority lien and security interest in a qualified substitute unit, including appropriate UCC financing statement filings; (c) Lessee shall deliver such other documents, instruments, showings and opinions as reasonably may be requested by Lessor. Upon satisfaction of CLAUSES (a) through (c) of this Section, (i) each such substitute unit shall be a "Unit" for all purposes of the Lease, and (ii) the Schedule, Lease Term, Rent, Payment Dates, and termination options applicable to each such substitute Unit shall be the same as those applicable to the Unit for which it was substituted.
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SUBSTITUTION OF UNITS. Upon the occurrence of (y) an Event of Loss, or (z) an optional substitution of a Unit pursuant to Section 5.11 of the Participation Agreement, Section 7.2(d) of the Partnership Agreement and Section 8.4 of the O&M Agreement, Partnership and Operator may substitute a replacement for such Unit, upon satisfaction of the conditions provided therefor in Section 5.11 or 5.12, as the case may be, of the Participation Agreement. Any Unit substituted as permitted under Section 5.11 or 5.12 of the Participation Agreement shall become subject to the Lien of this Indenture. Nonaffiliated Partner Trustee and Indenture Trustee shall execute, concurrently with any such substitution pursuant to said Section 5.11 or 5.12, an Indenture Supplement substantially in the form of Exhibit B with respect to any such Unit substituted in accordance with Section 5.11 or 5.12 of the Participation Agreement. Upon satisfaction of the conditions contained herein and in the Participation Agreement, Indenture Trustee shall execute and deliver to Operator, Partnership and
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SUBSTITUTION OF UNITS. So long as no Lease Default or Lease Event of Default has occurred and is continuing, the Lessee shall have the right, from time to time during the Lease Term, to replace any Unit or a portion of any Unit that has become uneconomic, obsolete or surplus to the Lessee s operating requirements, as determined by the Lessee in its reasonable business judgment (the Replaced Unit ), with equipment of substantially like kind and of equal or greater Fair Market Value, utility, condition, remaining economic useful life and estimated residual value (the Substitute Unit ) (assuming that such Replaced Unit has not suffered an Event of Loss and was then in the condition and state of repair required to be maintained under the terms of this Lease), so long as: (a) the Lessee gives at least 90 days prior written notice to the Lessor, the Owner Participant and the Indenture Trustee, which notice shall specify and describe the Replaced Unit, the Substitute Unit and the date of such substitution, and which notice shall also contain a certification signed by a Responsible Officer of the Lessee on behalf of the Lessee that the Replaced Unit has become uneconomic, obsolete or surplus to the Lessee s operating requirements, as determined by the Lessee in its reasonable business judgment, other than as a result of damage or destruction, (b) the Lessee complies with Section 11.4(b) (with the Substitute Unit being treated as a Replacement Unit for the purposes thereof) in connection with such substitution, and (c) the Lessee indemnifies the Owner Participant, on an After Tax- Basis, for any adverse tax consequences to the Lessor or Owner Participant associated with such substitution. The Lessee s right to substitute any Unit pursuant to this Section 11.8 shall also be subject to the condition that the Replaced Unit be promptly disposed of by the Lessee to a Person, other than the Lessee, any Affiliate of the Lessee, Bayer or any Affiliate of Bayer, and that none of the Lessee, any Affiliate of the Lessee, Bayer or any Affiliate of Bayer may purchase, lease or otherwise acquire the Replaced Unit for a period of not less than three years from the substitution date thereof, such prohibition, notwithstanding any provision herein or in any other Operative Agreement to the contrary, to survive the termination of this Lease with respect to such Replaced Unit. Upon satisfaction of all of the conditions set forth in this Section 11.8, (i) the Replaced Unit shall no longer be deemed part of t...
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Related to SUBSTITUTION OF UNITS

  • Substitution of Members If unanimous written approval is received, the transferee shall:

  • Substitution of Banks Upon the receipt by the Borrower from any Bank (an "AFFECTED BANK") of a claim for compensation pursuant to Section 3.01 or Section 3.03, or a notice to the Borrower through the Administrative Agent under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrower, the Borrower may: (i) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (ii) designate a replacement bank or financial institution (the "Substitute Bank") to acquire and assume all or part of such Affected Bank's Advances and Revolving Commitment. Any such designation of a Substitute Bank under clause (ii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

  • Substitution of Bank If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04, the Company shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank, which agrees in such event to sell its Note and transfer its Commitment.

  • Substitution of Receipts At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver a certificated Receipt or deliver a statement, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the relevant Receipt.

  • Substitution of Underwriters If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

  • Substitution of Key Personnel Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Xxxxx Xxxxx.

  • Substitution of Lender If (a) the obligation of any Lender to make or maintain Libor Loans has been suspended pursuant to Section 2.10 of this Agreement when not all Lenders’ obligations to do so have been suspended, (b) any Lender has demanded compensation under Sections 2.9 or 2.10 of this Agreement, in each case when all Lenders have not done so, (c) any Lender is a Defaulting Lender, (d) any payment of Taxes by the Borrower is required under Section 2.11 hereof, or (e) in connection with any proposed amendment, waiver or consent requiring the consent of “all of the Lenders” or of a particular Lender, the consent of the Required Lenders is obtained, but the consent of any other necessary Lender is not obtained, the Borrower shall have the right, if no Default then exists, to replace such Lender (a “Replaced Lender”) with one or more other lenders (each, a “Replacement Lender”) reasonably acceptable to the Agent, provided that (i) at the time of any replacement pursuant to this Section 2.19, each Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to which the Replacement Lender shall acquire the Commitments and outstanding Loans and other obligations of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) the amount of principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all accrued, but theretofore unpaid, fees and expenses, if applicable, owing to the Replaced Lender hereunder and (C) the amount which would be payable by the Borrower to the Replaced Lender pursuant to Section 2.7(a)(ii) of this Agreement, if any, if the Borrower prepaid at the time of such replacement all of the Loans of such Replaced Lender outstanding at such time and (ii) all obligations of the Borrower under this Agreement and the other Loan Documents then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder. The provisions of this Agreement shall continue to govern the rights and obligations of a Replaced Lender with respect to any Loans made or any other actions taken by such Replaced Lender while it was a Lender. Nothing herein shall release any Defaulting Lender from any obligation it may have to the Borrower, the Agent, the Issuing Bank, Swingline Lender or any other Lender.

  • SUBSTITUTION OF PURCHASER Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

  • Substitution of Trustee Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter will be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution is to be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, will be conclusive proof of proper appointment of the successor trustee.

  • Substitution of Equipment In the event the Computer is inoperable, ASL has a limited number of spare laptops for use while the Computer is being repaired or replaced. This agreement remains in effect for such a substitute. The Student may NOT opt to keep a broken Computer or to avoid using the Computer due to loss or damage.

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