Procedure for substitution Clause Samples

Procedure for substitution. The Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders' Representative may, without prejudice to any of the other rights or remedies of the Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Nominated Company upon such Nominated Company's assumption of the liabilities and obligations of the Concessionaire towards the Authority under the Concession Agreement and towards the Lenders under the Financing Agreements.

Procedure for substitution. (a) Subject to satisfaction of the requirements set out in Clause 30.3(a), a novation is effected if: (i) the Existing Bank and the New Bank deliver to the Facility Agent a duly completed certificate executed by the Existing Bank and the New Bank, substantially in the form of Schedule D (a "SUBSTITUTION CERTIFICATE"); and (ii) the Facility Agent executes it. Promptly upon its receipt (by facsimile transmission or otherwise) the Facility Agent hereby agrees to execute any Substitution Certificate delivered to it and which has been duly completed and executed by ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. as Existing Bank and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Bank as New Bank or vice versa. The Facility Agent shall be permitted to rely on a facsimile copy of such Substitution Certificate. (b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Facility Agent to execute any duly completed Substitution Certificate on its behalf. (c) To the extent that they are expressed to be the subject of the novation in the Substitution Certificate: (i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other under the Finance Documents (the "DISCHARGED OBLIGATIONS"), except for any obligation which the Existing Bank has to the LC Bank pursuant to Clause 5.6 in respect of Documentary Credits issued prior to the date on which such novation takes effect as determined below unless otherwise agreed in writing by the LC Bank (provided that the LC Bank hereby agrees to any novation from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. to ▇▇▇▇▇▇▇ Sachs International Bank and vice versa); 113 (ii) the New Bank and the existing Parties will assume obligations towards each other under the Finance Documents 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 under the Finance Documents and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and (iv) the New Bank and the existing Parties will acquire rights against each other under the Finance Documents 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 Substitution Certificate by the Facility Agent or, if later, the date specified in the Substitution Certificate and in each case, the provisions of Cla...

Procedure for substitution. 3.4.1 The Railway Administration and the AFTO hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Railway Administration under Article 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Lenders under the Financing Documents, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Concession to the Nominated Company upon such Nominated Company’s assumption of the liabilities and obligations of the AFTO towards the Railway Administration under the Concession Agreement and towards the Lenders under the Financing Documents, subject to such substitution by a Nominated Company not being prejudicial to national security or public interest, provided further that in case the right of substitution is proposed to be exercised by the lenders prior to one year after commencement of commercial operation, the Nominated Company shall also satisfy the eligibility of selection criteria prescribed by MOR . 3.4.2 Upon selection of a Nominated Company, the Lenders’ Representative shall request the Railway Administration to:

Procedure for substitution. The Authority and the Contractor hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Contract to the Nominated Contractor upon such Nominated Contractor’s assumption of the liabilities and obligations of the Contractor towards the Authority of NMC under the Contract Agreement and towards the Lenders under the Financing Agreements.

Procedure for substitution. 3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Concessioning Authority under Clause 3.3.2, as the case may be, the Senior Lenders/Senior Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either 3.4.2 To be eligible for substitution in place of the Concessionaire, the Selectee shall be required to fulfil the eligibility criteria that were laid down by the Concessioning Authority for shortlisting the Concessionaires for award of the Concession; provided that the Senior Lenders/ Senior Lenders’ Representative may represent to the Concessioning Authority that all or any of such criteria may be waived in the interest of the Project, and if the Concessioning Authority determines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria.

Procedure for substitution. (a) A Retiring Subscriber may arrange to novate a New Subscriber for itself and its Subscriber Affiliates in respect of all or part of a Commitment, the corresponding proportion of its Share of each relevant Funding Portion and interest in the Debentures which correspond with the amount of the commitment to be transferred and related rights and obligations under the Transaction Documents, by delivering to the Facility Agent 4 counterparts of a Substitution Certificate executed by the Retiring Subscriber and by the proposed New Subscriber in the Australian Capital Territory or outside Australia. (b) Each party to this document (other than the Retiring Subscriber and the proposed New Subscriber and their respective Subscriber Affiliates) irrevocably authorises the Facility Agent to execute: (i) a Substitution Certificate delivered under paragraph (a) in the Australian Capital Territory or outside Australia; (ii) any other document, and to do anything else, that the Facility Agent believes is necessary or desirable to make the substitution, on its behalf and on behalf of its Subscriber Affiliates. (c) After receiving a Substitution Certificate under paragraph (a), the Facility Agent (subject to clause 13.3(a)) must: (i) countersign the counterparts on behalf of all the other parties to this document and any Subscriber Affiliates (except the Retiring Subscriber and the proposed New Subscriber and their respective Subscriber Affiliates) in the Australian Capital Territory or outside Australia; and (ii) retain 1 counterpart and deliver the others to the Retiring Subscriber, the proposed New Subscriber and the Parent. (d) If the Facility Agent countersigns counterparts of a Substitution Certificate as contemplated by paragraph (c) then, on the "Substitution Date" referred to in the Substitution Certificate: (i) the New Subscriber is substituted by novation for the Retiring Subscriber and its Subscriber Affiliates in relation to the Commitment (or part, as appropriate) of the Retiring Subscriber as specified in the Substitution Certificate, and the New Subscriber and its Subscriber Affiliates are substituted by novation for the Retiring Subscriber and its Subscriber Affiliates in relation to the corresponding proportion of the Retiring Subscriber's Share of each relevant Funding Portion as specified in the Substitution Certificate, and to the related rights and obligations; (ii) the Retiring Subscriber and its Subscriber Affiliates are released from the obligation...

Procedure for substitution. (a) By 11:00 a.m. on the third Business Day following each Determination Date, Transferor shall give written notice to Servicer of any substitution of Substitute Leases for Predecessor Leases. By 11:00 a.m. on the fourth Business Day following each Payment Date, Transferor shall deliver to Servicer and Indenture Trustee and, to the extent not included in the Monthly Servicer Report, Indenture Trustee shall promptly deliver to each Rating Agency (i) a supplement to Schedule 1 setting forth the information shown thereon for each such Substitute Lease, (ii) an Officer's Certificate (A) certifying that each such Substitute Lease is an Eligible Lease, (B) specifying each Predecessor Lease for which a substitution has been made and the amount of each periodic Lease Payment and the Booked Residual Value under each such Predecessor Lease and the amount of each periodic Lease Payment and the Booked Residual Value under each Substitute Lease being transferred thereby and (C) that all conditions precedent to such substitution have been satisfied and (iii) such additional information concerning such Substitute Leases or Predecessor Leases as may be needed for Servicer to prepare its monthly reports pursuant to Section 4.8 and to otherwise carry out its duties as Servicer hereunder. (b) Subject to the provisions of Section 5.6, the delivery of any Officer's Certificate and supplement to Schedule 1 pursuant to Section 5.4(a) shall be conclusive evidence, without further act or deed, that during the immediately preceding Due Period (i) Transferor assigned to Issuer pursuant to Section 2.1 all of Transferor's right title and interest in and to the Substitute Leases identified in such supplement and the related rights described in Section 2.1, (ii) Transferor transferred to Issuer, all of Transferor's right, title and interest in and to the Equipment subject to such Substitute Leases (to the extent of Transferor's interest in such Equipment, including Transferor's security interest in any Equipment which is not owned by Transferor), and (iii) Issuer assigned and transferred to Transferor, without representation or warranty, all of Issuer's right, title and interest in and to the Predecessor Leases identified in such Officer's Certificate and the Equipment subject thereto (to the extent of Issuer's interest in such Equipment, including Issuer's security interest in any Equipment which is not owned by Issuer). Transferor shall promptly deliver to Indenture Trustee (or a cust...

Procedure for substitution. 3.4.1 BSHB and the Developer hereby agree that on or after the date of representation to BSHB under Article 3.2.3 and Article 3.3.2, as the case may be, the Lenders’ Representative may, without prejudice to any of the other rights or remedies of the Lenders under the Financing Documents, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Grant to the Nominated Company, upon such Nominated Company’s assumption of the liabilities and obligations of the Developer towards BSHB under the Concession Agreement and towards the Lenders under the Financing Documents, subject to such Nominated Company conforming to the qualification criteria prescribed by BSHB at the time of selection of the Developer as per the RFP document. 3.4.2 Upon selection of a Nominated Company, the Lenders’ Representative shall request BSHB to:

Procedure for substitution. The Authority and the Licensee hereby agree that on or after the date of Notice of Financial Default or the date of representation to the Authority under Clause 3.3.2, as the case may be, the Lenders' Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the License to the Nominated Company upon such Nominated Company's assumption of the liabilities and obligations of the Licensee towards the Authority under the License Agreement and towards the Senior Lenders under the Financing Agreements.