SUBSTITUTION PROVISIONS Sample Clauses

SUBSTITUTION PROVISIONS. 29.3.1 A Transferor may (subject to sub-clause 29. 2.1) transfer all or any of its rights and obligations under the Finance Documents to a Transferee by means of a novation effected by the Facility Agent executing a Substitution Certificate duly completed and signed on behalf of both the Transferee and the Transferor. 29.3.2 On the later of (a) the date specified in the Substitution Certificate as being the date on or as from which the substitution under this Clause 29.3 is to take effect and (b) the date on which the Facility Agent executes the Substitution Certificate, the following shall occur: (a) to the extent that in the Substitution Certificate the Transferor seeks to transfer its rights and obligations under the Finance Documents, each Obligor and the Transferor shall each be released from further obligations to the other parties under the Finance Documents (and the appropriate reduction will be made to the Commitment of the Transferor) and their respective rights against each other will be cancelled (such rights and obligations being referred to in this Clause 29.3 as "Discharged Rights and Obligations"); (b) each Obligor and the Transferee will each assume obligations towards each other and acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as each Obligor and such Transferee have assumed and acquired the same in place of each Obligor and the Transferor; (c) each Obligor, the Transferee and the other Finance Parties will, acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party to this Agreement as a "Bank" and each other Finance Document to which the Transferor is a party as such, with the rights and obligations acquired or assumed by it as a result of the novation; and (d) on the date on which such transfer takes effect, the Transferee will pay to the Facility Agent for its own account a transfer fee of (Pounds)1,000. 29.3.3 Nothing in this Agreement or any other Finance Document will oblige a Transferor or cause a Transferor to be liable: (a) to accept a re-assignment or re-transfer from a Transferee of any of the rights or obligations assigned, transferred or novated pursuant to this Clause 29; or (b) to support any losses incurred by a Transferee by reason of the non- performance by any Obligor of its obligations under any of the Finance Documents. 29.3.4 Each of the parties to this Agreement...
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SUBSTITUTION PROVISIONS. SECTION 2.1. NOTICE TO COUNTY OF INTENT TO TERMINATE 3 SECTION 2.2. SUSPENSION OF TERMINATION 3 SECTION 2.4. SUBSTITUTION OF THE COUNTY 4 SECTION 2.5. REPLACEMENT MATERIAL CONTRACT 4 SECTION 2.7. SENIOR LENDERS’ RIGHTS PARAMOUNT 4 ARTICLE 3 INSURANCE SECTION 3.1. POLICY IN FORCE 4 SECTION 3.2. EVIDENCE OF INSURANCE 5 SECTION 4.1. CONFIDENTIAL INFORMATION 5 SECTION 4.2. EXCEPTIONS 5 SECTION 4.3. ANNOUNCEMENTS 5 SECTION 5.1. ASSIGNMENT 5 SECTION 5.2. INUREMENT 6 SECTION 5.3. NOTICES 6 SECTION 5.4. WAIVERS 7 SECTION 5.5. NO PARTNERSHIP OR AGENCY 7 SECTION 5.6. CONFLICTING AGREEMENT 7 SECTION 5.7. REMEDIES CUMULATIVE 7 SECTION 5.8. NO INDIRECT LOSSES 7
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SUBSTITUTION PROVISIONS. 6.1 The Refurbishment Contractor warrants to the Authority that it shall not terminate or treat as terminated its employment under the Refurbishment Contract or (save where it is entitled under the terms of the Refurbishment Contract Funder Direct Agreement to suspend performance of its obligations under the Refurbishment Contract or where the Refurbishment Contract has expired through effluxion of time) discontinue the carrying out of the Services: 6.1.1 without delivering to the Authority a copy of any notice or statement given by the Refurbishment Contractor under clause 5.1 of the Refurbishment Contract Funder Direct Agreement at the same time as it delivers the same to the Security Trustee; and 6.1.2 in any event, unless and until the required period of 15 Working Days referred to in clause 6.2 expires without a Step-In Notice being issued. 6.2 Subject to clause 6.14, the Authority or its nominee may within 15 Working Days of the latest of the following to occur: 6.2.1 the expiry of the Trustee Required Period (where such period expires without the issuing of a step-in notice under the Refurbishment Contract Funder Direct Agreement), or if earlier the date on which the Authority acknowledges receipt of a notice by the Security Trustee that the Security Trustee does not intend to exercise any step-in rights under the Refurbishment Contract Funder Direct Agreement, provided that the Refurbishment Contract has not been novated at the instigation of the Security Trustee in accordance with clause 9 of the Refurbishment Contract Funder Direct Agreement; or 6.2.2 the expiry or termination of the step-in period under the Refurbishment Contract Funder Direct Agreement provided that the Refurbishment Contract has not been novated at the instigation of the Security Trustee in accordance with clause 9 of the Refurbishment Contract Funder Direct Agreement; or 6.2.3 termination of the Project Agreement; or 6.2.4 the settlement or determination of any dispute pursuant to clause 4 of the Funder Direct Agreement, issue a written notice (a Step-In Notice) requiring the Refurbishment Contractor to accept the instructions of the Authority or its nominee to the exclusion of B3 under and in connection with the Refurbishment Contract. Subject to clause 6.6, if neither the Authority nor its nominee issues a Step-In Notice within the required period set out in this clause 6.2, the Refurbishment Contractor shall be entitled to determine its employment under the Refurbishment C...
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SUBSTITUTION PROVISIONS. ‌ 2.1 Notice to VCHA of Intent to Terminate‌ The Services Contractor will give VCHA and the Lenders not less than 20 Business Days' prior notice of its intention to terminate the Services Contract unless such termination is as a result of termination by Project Co pursuant to the terms of the Services Contract. The Services Contractor will not terminate or treat as terminated its engagement under the Services Contract, or discontinue performing the Operation and Maintenance Services, during such 20 Business Day period if VCHA: (a) requests the Services Contractor not to terminate within three Business Days of receiving the termination notice; and (b) VCHA agrees to pay all utility charges incurred with respect to the Building directly to the applicable utility provider.
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SUBSTITUTION PROVISIONS. Transferor may transfer, upon notice being given by the Agent to the other parties hereto as provided below, all or any of its rights and obligations under the Finance Documents to a Transferee by means of a novation effected by the Agent executing a Transfer Certificate which has been duly completed and signed on behalf of both the Transferee and the Transferor. For the avoidance of doubt, the Agent shall not be obliged to execute a Transfer Certificate unless the identity of the Transferee named therein is satisfactory to the Agent, and nothing in this Clause 21.3.1 shall be deemed to authorise the Agent to sign a Transfer Certificate which has not been signed on behalf of a Transferee and Transferor.
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Related to SUBSTITUTION PROVISIONS

  • COMMON PROVISIONS Article 16. Quantitative restrictions on imports and all measures having equivalent effect shall be prohibited between the Community and Israel. Article 17. Quantitative restrictions on exports and all measures having equivalent effect shall be prohibited between the Community and Israel. 1. Products originating in Israel shall not on importation into the Community be accorded a treatment more favourable than that which the Member States apply among themselves. 2. Application of the provisions of this Agreement shall be without prejudice to Council Regulation (EEC) No. 1911/91 of 26 June 1991 on the application of the provisions of Community law to the Canary Islands. 1. The Parties shall refrain from any measure or practice of an internal fiscal nature establishing, whether directly or indirectly, discrimination between the products of one Party and like products originating in the territory of the other Party. 2. Products exported to the territory of one of the Parties may not benefit from repayment of indirect internal taxation in excess of the amount of indirect taxation imposed on them directly or indirectly. 1. In the event of specific rules being established as a result of the implementation of its agricultural policy or of any alteration of the current rules or in the event of any alteration or extension of the provisions relating to the implementation of the agricultural policy, the Party in question may amend the arrangements resulting from the Agreement in respect of the products which are the subject of those rules or alterations. 2. In such cases the Party in question shall take due account of the interests of the other Party. To this end the Parties may consult each other within the Association Council. 1. The Agreement shall not preclude the maintenance or establishment of customs unions, free-trade areas or arrangements for frontier trade, except in so far as they alter the trade arrangements provided for in the Agreement. 2. Consultation between the Community and Israel shall take place within the Association Council concerning agreements establishing customs unions or free-trade areas and, where required, on other major issues related to their respective trade policy with third countries. In particular, in the event of a third country acceding to the European Union, such consultation shall take place so as to ensure that account can be taken of the mutual interests of the Community and Israel. Article 22. If one of the Parties finds that dumping is taking place in trade with the other Party within the meaning of Article VI of the GATT, it may take appropriate measures against this practice in accordance with the Agreement on implementation of Article VI of the GATT and with its relevant internal legislation, under the conditions and in accordance with the procedures laid down in Article 25. Article 23. Where any product is being imported in such increased quantities and under such conditions as to cause or threaten to cause: - serious injury to domestic producers of like or directly competitive products in the territory of one of the Parties, or - serious disturbances in any sector of the economy, or - difficulties which could bring about serious deterioration in the economic situation of a region, the Community or Israel may take appropriate measures under the conditions and in accordance with the procedures laid down in Article 25. Article 24. Where compliance with the provisions of Article 17 leads to: (i) re-export towards a third country against which the exporting Party maintains, for the product concerned, quantitative export restrictions, export duties, or measures having equivalent effect, or (ii) a serious shortage, or threat thereof, of a product essential to the exporting Party, and where the situations referred to above give rise, or are likely to give rise, to major difficulties for the exporting Party, that Party may take appropriate measures under the conditions and in accordance with the procedures laid down in Article

  • Transition Provisions Any person engaged as an apprentice at the date this award commenced operation shall be deemed to be an apprentice for all purposes of this award until the completion or cancellation of their apprenticeship contract.

  • Anti-Dilution Provisions The Exercise Price and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time as hereinafter provided: (a) In case the Company shall issue shares of Common Stock as a dividend upon shares of Common Stock or in payment of a dividend thereon, or shall subdivide the number of outstanding shares of its Common Stock into a greater number of shares or shall contract the number of outstanding shares of its Common Stock into a lesser number of shares, the Exercise Price then in effect shall be adjusted, effective at the close of business on the record date for the determination of stockholders entitled to receive the same, to the price (computed to the nearest cent) determined by dividing (i) the product obtained by multiplying the Exercise Price in effect immediately prior to the close of business on such record date by the number of shares of Common Stock outstanding prior to such dividend, subdivision or contraction, by (ii) the number of shares of Common Stock outstanding immediately after such dividend, subdivision, or contraction. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares of Common Stock or other securities issuable upon the exercise of this Warrant) shall thereafter be applicable as nearly as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase; and such successor corporation agrees to be bound by the provisions of Section 8 hereof with respect to any securities issued pursuant to such consolidation, merger or purchase of assets. (c) Upon each adjustment of the Exercise Price pursuant hereto, the number of shares of Common Stock specified in this Warrant shall thereupon evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth of a share of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable immediately prior to such adjustment upon exercise of this Warrant and dividing the product so obtained by the Exercise Price in effect after such adjustment. (d) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of this Warrant or the Exercise Price, any warrants theretofore or thereafter issued may continue to express the same number of shares of Common Stock and Exercise Price as are stated in similar warrants previously issued. (e) The Company may, at its sole option, retain the independent public accounting firm regularly retained by the Company, or another firm of independent public accountants of recognized standing selected by the Company's board of directors (the "Board of Directors"), to make any computation required under this section and a certificate signed by such firm shall be conclusive evidence of any computation made under this section. (f) Whenever there is an adjustment in the Exercise Price and/or in the number or kind of securities issuable upon exercise of this Warrant, as provided herein, the Company shall: (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate signed by the Chairman of the Board of Directors or the President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring such adjustment and the number and kind of securities issuable upon exercise of this Warrant after such adjustment; and (ii) cause a notice to be sent to the Holder stating that such adjustment has been effected and stating the Exercise Price then in effect and the number and kind of securities issuable upon exercise of this Warrant. (g) The Exercise Price and the number of shares issuable upon exercise of this Warrant shall only be adjusted in the manner and upon the conditions heretofore specifically referred to in Subsections 7(a) through 7(f) above. (h) Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 7 from: (i) options and warrants, and Common Stock issued upon exercise of options and warrants, granted to employees, officers, directors, consultants and other services providers, or pursuant to the Company's stock incentive or stock option plans and employee benefit or compensation plans heretofore or hereafter adopted, (ii) the conversion of convertible securities or derivative securities outstanding on the Issue Date and approved by the Board of Directors of the Corporation, (iii) Common Stock, warrants and options granted to vendors, banks, lenders, and equipment lessors, and other third parties the primary purpose of which is other than capital raising, (iv) in an offering registered under the Securities Act, (v) upon conversion of any shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or Series C Convertible Preferred Stock of the Company, (vi) acquisitions by the Company or its subsidiaries of assets or equity securities of third parties, or (vii) mergers, consolidations, joint ventures, or other business combinations by the Company or any subsidiary with a third party.

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Flow Down Provisions Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract.

  • Other Contribution Provisions In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, unless otherwise determined by the General Partner in its sole and absolute discretion, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership.

  • General Loan Provisions 27 SECTION 4.1. Interest.................................................................... 27 SECTION 4.2. Notice and Manner of Conversion or Continuation of Loans.................................................................... 30 SECTION 4.3. Fees........................................................................ 30 SECTION 4.4. Manner of Payment........................................................... 31 SECTION 4.5. Crediting of Payments and Proceeds.......................................... 31 SECTION 4.6. Adjustments................................................................. 32

  • Antidilution Provisions During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

  • Termination Provisions In this Agreement:

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

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