Manner of Substitution Clause Samples

The "Manner of Substitution" clause defines the procedures and requirements for replacing a party, asset, or obligation under a contract. Typically, this clause outlines the conditions under which substitution is permitted, the process for notifying relevant parties, and any approvals or documentation needed to effect the change. For example, it may specify how a supplier can be replaced with another or how a party may assign its rights to a third party. The core function of this clause is to ensure that any substitutions are conducted transparently and in accordance with agreed standards, thereby minimizing disputes and maintaining contractual integrity.
Manner of Substitution. Unless otherwise provided in the Pooling and Servicing Agreement, the right to substitute a Qualified Substitute Asset for any Replaced Asset that is an asset of the Trust shall be limited to (1) in the case of substitutions pursuant to Section 2.06(a) or 2.06(c), the two-year period beginning on the Closing Date and (2) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Replaced Asset for which the Company or the Seller substitutes a Qualified Substitute Asset or Assets, the Company or the Seller, as the case may be, shall effect such substitution by delivering to the Trustee for such Qualified Substitute Asset or Assets a complete Contract File or Trustee Mortgage Loan File, as appropriate, together with an Officer's Certificate of the Company or the Seller, as the case may be, to the effect that each such Qualified Substitute Asset complies with the terms of the Pooling and Servicing Agreement. Monthly Payments due with respect to Qualified Substitute Assets in the month of substitution are not part of the Trust and will be retained by the Company or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Replaced Asset during the month in which the substitution occurs, and the Company or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Replaced Asset. The Servicer shall amend the Asset Schedule to reflect the removal of such Replaced Asset from the terms of the Pooling and Servicing Agreement and the substitution of the Qualified Substitute Asset or Assets. Upon such substitution, such Qualified Substitute Asset or Assets shall be subject to the terms of the Pooling and Servicing Agreement in all respects, including, in the case of a substitution effected by the Seller, the representations and warranties included in the related Sales Agreement, and in the case of a substitution effected by the Company, the representations and warranties set forth in Section 2.05 above, in each case as of the date of substitution. The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the reconveyance of such Replaced Asset to the Company or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which the Company or the Seller substitutes one or more Qualified Substit...
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Manner of Substitution. (i) With respect to each cancelled ITT stock award, the number and exercise price of substitute stock awards granted under the Water Stock Plan or the Defense Stock Plan with respect thereto, and the other terms and conditions of the substitute stock awards, shall be equitably determined to preserve the economic value of the cancelled ITT stock award. (ii) Each holder of ITT Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Water Distribution a substitute stock award representing [•] [of a] share[s] of Water Common Stock granted under the Water Stock Plan for every stock award representing one (1) share of ITT Common Stock granted under the ITT Stock Plan held by such holder. No action by any such holder shall be necessary for such holder to receive the applicable substitute stock award representing shares of Water Common Stock such holder is entitled in the Water Distribution. (iii) Each holder of ITT Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Defense Distribution a substitute stock award representing [•] [of a] share[s] of Defense Common Stock granted under the Defense Stock Plan for every stock award representing one (1) share of ITT Common Stock granted under the ITT Stock Plan held by such holder. No action by any such holder shall be necessary for such holder to receive the applicable substitute stock award representing shares of Defense Common Stock such holder is entitled in the Defense Distribution.
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Manner of Substitution. With respect to each cancelled ITT stock award, the number and exercise price of substitute stock awards granted under the ITT Destinations Stock Plan or the ITT Hartford Stock Plan with respect thereto, and the other terms and conditions of the substitute stock awards, shall be equitably determined to preserve the economic value of the cancelled ITT stock award.
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Manner of Substitution. Unless otherwise provided in the Pooling and Servicing Agreement, the right to substitute a Qualified Substitute Asset for any Replaced Asset that is an asset of the Trust shall be limited to (1) in the case of substitutions pursuant to Section 2.06(a) or 2.06(c), the two-year period beginning on the Closing Date and (2) in the case of any other substitution, the three-month period beginning on the Closing Date. As to any Replaced Asset for which the Company or the Seller substitutes a Qualified Substitute Asset or Assets, the Company or the Seller, as the case may be, shall effect such For any month in which the Company or the Seller substitutes one or more Qualified Substitute Assets for one or more Replaced Assets, the Servicer will determine and notify the Trustee with respect to the amount (if any) by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Assets as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Replaced Assets (after application of Monthly Payments due in the month of substitution) (the "Substitution Shortfall"). On the date of such substitution, the Company or the Seller, as the case may be, will deliver or cause to be delivered to the Trustee for deposit from its own funds into the Distribution Account an amount equal to the Substitution Shortfall.
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Manner of Substitution. (i) With respect to each cancelled ITT stock award, the number and exercise price of substitute stock awards granted under the Water Stock Plan or the Defense Stock Plan with respect thereto, and the other terms and conditions of the substitute stock awards, shall be equitably determined to preserve the economic value of the cancelled ITT stock award. (ii) Each holder of ITT Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Water Table of Contents (iii) Each holder of ITT Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Defense Distribution a substitute stock award representing ones (1) share of Defense Common Stock granted under the Defense Stock Plan for every stock award representing one (1) share of ITT Common Stock granted under the ITT Stock Plan held by such holder. No action by any such holder shall be necessary for such holder to receive the applicable substitute stock award representing shares of Defense Common Stock such holder is entitled in the Defense Distribution. (c) Fractional Shares(d) . ITT holders of stock awards under ITT incentive plans on the Distribution Record Date, which would entitle such holders to receive a substitute stock award representing less than one whole share of Water Common Stock or Defense Common Stock, as the case may be, in the applicable Distribution, shall receive (x) if such holders are entitled to receive a substitute stock award representing less than one-half of a whole share of Water Common Stock or Defense Common Stock, as the case may be, such number shall be rounded down to the next whole share of Water Common Stock or Defense Common Stock, or (y) if such holders are entitled to receive a substitute stock award representing at least one-half of a whole share of Water Common Stock or Defense Common Stock, as the case may be, such number shall be rounded up to the next whole share of Water Common Stock or Defense Common Stock, as the case may be. Fractional shares of Water Common Stock or Defense Common Stock shall not be distributed in the Distribution nor credited to book-entry accounts, provided however that fractional shares of ITT, Water or Defense held for the benefit of employees in book-entry accounts with the Company’s external administrator may be credited to such accounts. The Distribution Agent shall, as soon as practicable...
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Related to Manner of Substitution

  • Substitution of Collateral A Fund may substitute securities for any securities identified as Collateral by delivery to the Custodian of a Pledge Certificate executed by such Fund on behalf of the applicable Portfolio, indicating the securities pledged as Collateral.

  • Withdrawal, Substitution, and Modification of Tenders 23.1 A Tenderer may withdraw, substitute, or modify its Tender after it has been submitted by sending a written notice, duly signed by an authorized representative, and shall include a copy of the authorization (the power of attorney) in accordance with ITT19.3, (except that withdrawal notices do not require copies). The corresponding substitution or modification of the Tender must accompany the respective written notice. All notices must be: a) prepared and submitted in accordance with ITT 20 and 21 (except that withdrawal notices do not require copies), and in addition, the respective envelopes shall be clearly marked “WITHDRAWAL,” “SUBSTITUTION,” or “MODIFICATION;” and b) received by the Procuring Entity prior to the deadline prescribed for submission of ▇▇▇▇▇▇▇, in accordance with ITT 22. 23.3 Tenders requested to be withdrawn in accordance with ITT 23.1 shall be returned unopened to the Tenderers. 23.4 No Tender may be withdrawn, substituted, or modified in the interval between the deadline for submission of Tenders and the expiration of the period of Tender validity specified by the Tenderer on the Form of Tender or any extension thereof.

  • SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement. In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

  • PRODUCT SUBSTITUTION In the event a specified manufacturer’s Product listed in the Contract becomes unavailable or cannot be supplied by the Contractor for any reason (except as provided for in the Savings/Force Majeure Clause) a Product deemed in writing by the Commissioner to be equal to or better than the specified Product must be substituted by the Contractor at no additional cost or expense to the Authorized User. Unless otherwise specified, any substitution of Product prior to the Commissioner’s written approval may be cause for cancellation of Contract.

  • Substitution of Engines Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, the Owner shall promptly (and in any event within fifteen (15) days after such occurrence) give the Indenture Trustee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least five (5) Business Days’ prior notice to the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within one hundred and twenty (120) days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Indenture Trustee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Indenture Trustee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions: (i) an executed counterpart of each of the following documents shall be delivered to the Indenture Trustee: (A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be; (B) a full warranty ▇▇▇▇ of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner’s option, other evidence of the Owner’s ownership of such Replacement Engine, reasonably satisfactory to the Indenture Trustee); and (C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Indenture Trustee to protect the security interests of the Indenture Trustee in the Replacement Engine; (ii) the Owner shall cause to be delivered to the Indenture Trustee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as the Indenture Trustee shall reasonably request; (iii) promptly after the filing of the Trust Indenture Supplement, the Owner shall have caused to be furnished to the Indenture Trustee an opinion of the Owner’s aviation law counsel reasonably satisfactory to the Indenture Trustee addressed to the Indenture Trustee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which the Owner shall have caused to be effected) with the International Registry of the sale to the Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and (iv) the Owner shall have furnished to the Indenture Trustee a certificate of a qualified aircraft engineer (who may be an employee of the Owner) or an independent appraiser certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Indenture Trustee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Indenture Trustee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).