Procedure for novations Sample Clauses

The "Procedure for novations" clause outlines the steps and requirements for transferring one party's rights and obligations under a contract to a new party. Typically, this clause specifies the need for written consent from all original parties, details the documentation required (such as a novation agreement), and may set out notification procedures or timelines. Its core practical function is to ensure that the transfer of contractual responsibilities is handled transparently and with the agreement of all involved, thereby preventing disputes and maintaining the integrity of the contractual relationship.
Procedure for novations. (a) A novation is effected if: (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 4 (Form of Novation Certificate) (a Novation Certificate); and (ii) the Agent executes it. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorizes the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the existing Parties) will be released from their obligations to each other (the discharged obligations); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the discharged rights) will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.
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Procedure for novations. (a) A novation is effected if:- (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 4 (a "NOVATION CERTIFICATE"); and (ii) the Agent executes it. The Agent shall execute each Novation Certificate which has been duly completed as soon as reasonably practicable following receipt by the Agent of the same. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. The Agent shall execute such Novation Certificate as soon as reasonably practicable following the Agent's receipt of such notice. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:- (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.
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Procedure for novations. (a) A novation is effected if: (i) the Existing Funding 1 Liquidity Facility Provider and the New Funding 1 Liquidity Facility Provider deliver to the Security Trustee a duly completed Novation Certificate, substantially in the form of Schedule 4; and (ii) the Security Trustee executes such Novation Certificate. (b) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Funding 1 Liquidity Facility Provider and the other Parties (the Existing Parties) will be released from their obligations to each other (the Discharged Obligations); (ii) the New Funding 1 Liquidity Facility Provider and the Existing Parties will assume obligations towards each other which differ from the Discharged Obligations only insofar as they are owed to or assumed by the New Funding 1 Liquidity Facility Provider instead of the Existing Funding 1 Liquidity Facility Provider; (iii) the rights of the Existing Funding 1 Liquidity Facility Provider against the Existing Parties and vice versa (the Discharged Rights) will be cancelled; and (iv) the New Funding 1 Liquidity Facility Provider and the Existing Parties will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the New Funding 1 Liquidity Facility Provider instead of the Existing Funding 1 Liquidity Facility Provider, all on the date of execution of the Novation Certificate by the Security Trustee or, if later, the date specified in the Novation Certificate.
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Procedure for novations. (a) A novation is effected if the Existing Bank and the New Bank deliver to the Agent a Novation Certificate in the form of Schedule 5 and the Agent executes it. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Bank and the other Parties (the existing Parties) will be released from their obligations to each other (the discharged obligations); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Parties and vice versa (the discharged rights) will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate. The completed Novation Certificate must be delivered to the Agent at least 5 Business Days before the date on which it is stated to be effective or such other date agreed by the Agent. If no agreement can be reached by the Agent the novation will not be effective.
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Procedure for novations. (a) A novation is effected if:- (i) the Existing Bank and the New Bank deliver to the Agent a duly completed Transfer Notice; and (ii) the Agent executes it within ten (10) days after execution by the Existing Bank and the New Bank. (b) Each party hereto (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Transfer Notice on its behalf. The Agent shall be entitled (but not obliged) to decline to accept and/or countersign any proposed Transfer Notice which is not in the form set out in Appendix 4; ---------- (c) To the extent that they are expressed to be the subject of the novation in the Transfer Notice:- (i) the Existing Bank and the other parties hereto (the "existing Parties") will be released from their obligations ---------------- to each other (the "discharged obligations"); ---------------------- (ii) the New Bank and the existing Finance Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii) the rights of the Existing Bank against the existing Finance Parties and vice versa (the "discharged rights") ----------------- will be cancelled; and (iv) the New Bank and the existing parties hereto will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank, all on the date of execution of the Transfer Notice by the Agent or, if later, the date specified in the Transfer Notice.
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Procedure for novations. (a) A novation is effected if:- (i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Part I of Schedule 5 (a "Novation Certificate"); and (ii) the Agent executes it. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:- (i) the Existing Bank and the other Parties (the "existing Parties") will be released from their obligations to each other (the "discharged obligations"); (ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank; (iii)the rights of the Existing Bank against the existing Parties and vice versa (the "discharged rights") will be cancelled; and
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Procedure for novations. (a) A novation is effected if: (i) the Existing Lender and the New Lender deliver to the Agent a duly completed certificate, substantially in the form of Appendix 3 (a “Novation Certificate”); and (ii) the Agent and the Borrower executes it. (b) Each Party (other than the Existing Lender and the New Lender) irrevocably authorizes the Agent to execute any duly completed Novation Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate: (i) the Existing Lender and the other Finance Parties (the “Existing Parties”) will be released from their obligations to each other (the “Discharged Obligations”); (ii) the New Lender and the Existing Parties will assume obligations towards each other which differ from the Discharged Obligations only insofar as they are owed to, or assumed by, the New Lender instead of the Existing Lender; (iii) the rights of the Existing Lender against the Existing Parties and vice versa (the “Discharged Rights”) will be cancelled; and
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Procedure for novations. 3.1 A novation is effected if: 27.3.1.1 the Existing Lender and the New Lender deliver to the Facility Agent a duly completed certificate, substantially in the form of Schedule ‎4 (Form of Novation Certificate) (a “Novation Certificate”); and 27.3.1.2 the Facility Agent executes that Novation Certificate.
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Procedure for novations. (a) A novation is effected if the Existing Lender and the New Lender deliver to the Facility Agent a duly completed certificate, substantially in the form set out in the Second Schedule (a "Transfer Certificate") and the Facility Agent executes it (such execution not to be unreasonably withheld or delayed). (b) Each party to this Agreement (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent promptly to execute any duly completed Transfer Certificate on its behalf.
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Related to Procedure for novations

  • Procedure for Notification To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

  • Procedure for Notification and Defense of Claim (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company. (b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder. (c) In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

  • Procedure for Offer Subject to the terms hereof, Landlord shall notify Tenant (the “First Offer Notice”) prior to entering into any lease with a third party for the First Offer Space, which notice shall outline the base rent, allowance amounts if any, length of term, and other economic terms on which Landlord would be willing to lease the First Offer Space (as set forth in such proposal) to Tenant (the “Fundamental Terms”). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the applicable First Offer Space on the Fundamental Terms.

  • Procedure for transfer (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.