Dealings by the Rail Operator Clause Samples

Dealings by the Rail Operator. (a) Subject to clause 22.1(b) the Rail Operator may not assign, transfer, part with possession, mortgage, charge, encumber or otherwise deal with its rights and interests in this Agreement. (b) The Rail Operator may assign, transfer, part with possession, mortgage, charge, encumber or otherwise deal with its rights and interests in this Agreement at any time without the prior written consent of RailCorp if: (i) it gives prior written notice to RailCorp of the assignment, transfer or other dealing; (ii) in the case of a mortgage, encumbrance or other similar dealing, the proposed mortgagee or chargee executes a deed with RailCorp which includes an acknowledgment by the mortgagee of RailCorp’s rights under this Agreement and any other terms reasonably required by RailCorp; and (iii) in the case of an assignment, transfer or other similar dealing, the proposed assignee or transferee: (A) is solvent and capable of performing the obligations of the Rail Operator under this Agreement; (B) provides the evidence required by clause 20.1(a) or provide Security to RailCorp in accordance with clause 20; (C) is Accredited (or has engaged sub-contractors who are Accredited) to operate on the Network; and (D) executes a direct covenant with RailCorp in a form reasonably satisfactory to RailCorp to perform and observe the terms of this Agreement including an acknowledgment that the Access Rights conferred under this Agreement are limited to the usage of the Network for the specified Rail Operations. (c) If there is or proposed to be a Change of Control of the Rail Operator: (i) the Rail Operator must give prior notice to RailCorp of the Change of Control or proposed Change of Control and provide details of the Change of Control or the proposed Change of Control; and (ii) the Rail Operator must: (A) provide evidence (satisfactory to RailCorp) that it is solvent and capable of performing the obligations of the Rail Operator under this Agreement; (B) provide the evidence required by clause 20.1(a) or provide Security to RailCorp in accordance with clause 20; and (C) provide evidence (satisfactory to RailCorp) that it is Accredited or that its Accreditation is unaffected or will be unaffected by any Change of Control (or has engaged sub-contractors who are Accredited) to operate on the Network.
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Related to Dealings by the Rail Operator

  • Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. Certificates relating to the Shares shall be held by the Secretary of the Company or his designee on behalf of the Employee.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship with the Company.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Deliveries by the Company (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) a certificate, dated as of the Closing Date, executed by the Company confirming the satisfaction of the conditions specified in Section 7.2(a) and Section 7.2(b); (ii) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; (iii) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to the Closing; and (iv) an Operational Duplicate IT System Certificate, executed by the Company, dated as of the Closing Date. (b) At each Subsequent Closing and at the Distribution Center Closing, as applicable, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) the certificate described in Section 2.1(b)(i), dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company, each reference therein to “Closing Date” shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets related thereto) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (ii) a certificate dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company regarding the accuracy of the matters set forth in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d) and where, for purposes of this Section 2.3(b)(ii), each reference therein to “Closing Date” in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d), as applicable, shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets therein) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (iii) solely with respect to the first Subsequent Closing, the Operational Duplicate IT System Certificate, executed by the Company, dated as of the first Subsequent Closing Date; (iv) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; and (v) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to such Subsequent Closing and the Distribution Center Closing.