Release and Substitution Sample Clauses
POPULAR SAMPLE Copied 1 times
Release and Substitution. If at any time during the period prior to the second anniversary of the Drawdown Date the Ship is sold or refinanced by banks and/or financial institutions that are not parties to this Agreement, or if the Ship becomes a Total Loss, the Borrower shall not be required to make the mandatory prepayment required under Clause 8.8 if:
(a) no Event of Default or Potential Event of Default has occurred and is continuing;
(b) the Security Parties are in compliance with all of their respective covenants under the Finance Documents; and
(c) on or before the date a mandatory prepayment would become due under Clause 8.8:
(i) the Borrower and the Agent, with the consent of the Majority Lenders (such consent not to be unreasonably withheld), have agreed upon a vessel (the “Substitute Ship”) that, in the reasonable discretion of the Majority Lenders, is of substantially similar type, age, quality, condition and value as the Ship;
(ii) the Substitute Ship is registered on an Approved Flag in the name of the Borrower and insured in accordance with the requirements of Clause 13 of this Agreement (as if all references therein to “Ship” were references to the Substitute Ship) and all requirements therein have been complied with;
(iii) the Borrower shall have delivered or cause to be delivered to the Agent in respect of the Substitute Ship the documents required by Schedule 4, Part B, paragraphs 4, 5, 6, 8, 9 and 10; and
(iv) the Borrower shall have executed and delivered to the Agent such Finance Documents in respect of the Substitute Ship, any Charter thereof and its Earnings and Insurances, as the Agent shall prescribe in Agreed Form (it being understood and agreed that upon the execution and delivery of such Finance Documents, all references in this Agreement to the term “Ship” shall be deemed to mean and refer to the Substitute Ship).
Release and Substitution. 7.1 It shall be a term of the Agreement that upon parting with its interest in the Site any party shall be released from all of its respective obligations, rights and duties under the terms of the Agreement insofar as they are referable to its ownership or relate to any such part of the Site (save in respect of any liability for any prior breach of the Agreement)
Release and Substitution. The parties intend hereby that, upon the execution of this Agreement and conveyance of the Assigned Parcel(s) to Assignee, Developer shall be released from any and all obligations under the Development Agreement arising from and after the effective date of this transfer with respect to the Assigned Parcel(s) and that Assignee shall become substituted for Developer as the “Developer” under the Development Agreement with respect to the Assigned Parcels.
Release and Substitution. IFF is hereby substituted for the Company under the Indenture and Notes and references therein to the Company shall henceforth be deemed to be to IFF, the Company is hereby released from any further obligation under the Indenture and Notes, IFF’s Guarantee under the Indenture is hereby released and the Indenture and Notes shall be deemed correspondingly amended to reflect and implement the foregoing.
Release and Substitution. Upon the satisfaction of the foregoing conditions precedent, Lender will release its Lien from the Substituted Property to be released and the Substitute Property shall be deemed to be an Individual Property for purposes of this Agreement and the Substitute Allocated Loan Amount with respect to such Substitute Property shall be deemed to be the Allocated Loan Amount with respect to such Substitute Property for all purposes hereunder. If the Individual Borrower that is the owner of the Substituted Property does not own any other Individual Properties after such substitution, such Individual Borrower shall be released from its obligations under the Note and the other Loan Documents (except with respect to obligations that specifically survive repayment of the Debt) upon the assumption of its obligations by the owner of the Substitute Property.
Release and Substitution. Following the date hereof, each of Seller and Purchaser shall cooperate together and use commercially reasonable efforts to cause the counterparties to each of the agreements listed on Schedule 5.17 to release Cascades Inc. as a party to such agreement (including with respect to all of its responsibilities and obligations thereunder) and to substitute Purchaser in lieu of Cascades Inc. as a party thereto (the “Release and Substitution”).
Release and Substitution. (a) From and after the date hereof, BoS shall no longer be a party to the Agreement and shall have no further rights or obligations thereunder.
(b) From and after the date hereof, Successor Pledgee shall be a party to, and hereby assumes and agrees to be bound by all obligations applicable to the Pledgee under, the Agreement and shall be entitled to all rights and benefits given to the Pledgee under the Agreement.
Release and Substitution. The New Obligor unconditionally and irrevocably (i) releases the Existing Obligor from all obligations and liabilities under the Expense Agreements and the Trust Agreements and (ii) agrees to be substituted for the Existing Obligor under the Expense Agreements and the Trust Agreements and for all purposes is becoming (x) the "Corporation" under the Expense Agreements and (y) the "Depositor" under the Trust Agreements.
Release and Substitution. Upon the satisfaction of the foregoing conditions precedent, Lender will release its Lien from the Substituted Property to be released and the Substitute Property shall be deemed to be an Individual Property for purposes of this Agreement and the Substitute Allocated Loan Amount with respect to such Substitute Property shall be deemed to be the Allocated Loan Amount with respect to such Substitute Property for all purposes hereunder.
Release and Substitution. 5.1 Except as expressly provided below the pledge created and perfected in accordance with the Agreement shall continue and remain in effect until expressly released by the Pledgee. Nothwithstanding the insolvency or liquidation or any incapacity or change in the constitution or status of the Pledgor or any intermediate settlement or account or any matter whatsoever, such pledge and the obligations of the Pledgor thereunder shall not in any way be discharged by reason of any matter (other than due performance of the obligations which the Pledgor is stated to have assumed hereunder) which might, but for the provisions of this sections 5.1, discharge the Pledgor from its obligations hereunder.
5.2 Subject to and in accordance with the provisions set out in the Master Agreement and/or the Confirmation, as the case may be, the Pledgee shall grant an express release of this pledge, without unreasonable delay upon demand of the Pledgor, upon the expiry of the Security Period. Following the irrevocable and unconditional payment or discharge by the Pledgor of all of the Secured Liabilities to the complete satisfaction of the Pledgee, the Pledgee shall give instructions to Euroclear Bank in relation to the Pledged Accounts as the Pledgor may reasonably request and will do so in accordance with Clause 12 (Termination) thereof.
5.3 All distributions and redemption proceeds in respect of the Bonds shall be dealt with by the Pledgee as provided in the Confirmation, and the Pledgee agrees that the pledge shall be released in respect of such distributions and redemption proceeds then held in the Pledged Accounts as necessary to this effect, and the Pledgee shall be, and hereby is, authorised to so dispose of distributions and redemption proceeds as provided in the Confirmation. For the avoidance of doubt, such payment or deliveries will be used to effectuate the payment or delivery obligations of Party B to Party A as per the terms of the Transaction as provided in the Confirmation.
5.4 If, with respect to the Transaction, the Bond Portfolio is amended pursuant to acceptance by Party A, either of Substitute Bond Collateral or Top up Bond Collateral (as such terms are defined in the Confirmation), the pledge shall be released with respect to the Bonds/ Euroclear Entitlements to be sold or transferred pursuant to such provisions. Where applicable, any bonds added or substituted therefor shall be deposited into the Pledged Securities Account, and shall be deemed to substitu...