Replacement and Substitution Clause Samples
The Replacement and Substitution clause establishes the right and process for replacing or substituting personnel, goods, or services specified in an agreement. Typically, this clause outlines the conditions under which a party may provide a replacement—such as when an employee is unavailable or a product is defective—and may require prior notice or approval from the other party. Its core function is to ensure continuity and maintain agreed standards by allowing flexibility to address unforeseen changes without breaching the contract.
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Replacement and Substitution. (a) The replacement and substitution of the Guarantor and the Company pursuant to the Sections 4.22 and 4.23 above does not require the consent of the Holders or the Trustee or any further action not contemplated by the provisions of this Indenture (and by subscribing for or purchasing any Notes, each Holder of the Notes expressly consents to such replacement and substitution).
(b) No later than ten Business Days after the replacement and substitution of the Guarantor and the Company pursuant to Sections 4.22 and 4.23 above, the Guarantor and the Company shall give written notice thereof in accordance with the provisions described in Section 11.02
Replacement and Substitution. This Warrant is given in replacement of and in substitution for that certain Warrant dated October 2, 2006 issued by the Issuer to the Holder.
Replacement and Substitution. Debtor may sell or replace Collateral in accordance with the terms and conditions set forth in the Indenture and this Agreement; provided, however, to the extent Debtor desires to replace Collateral (including gaming equipment) with a fair market value of $25,000.00 or more, individually, or $100,000.00 or more, in the aggregate, in one transaction or a series of related transactions, Debtor must deliver (i) a replacement notice to Secured Party at least fifteen (15) days prior to the date of the proposed substitution, (ii) an Officers' Certificate certifying that the replacement item(s) meet the suitability standard set forth below in this Section 5.03, and (iii) an amended Schedule B reflecting in sufficient detail the specific items of replacement Collateral. Upon a permitted replacement of Collateral pursuant to this Section 5.03, Trustee, upon Debtor's request, shall execute and deliver to Debtor any necessary amendments, modifications or terminations to the UCC Financing Statements, Fixture Filings, and other recordings and/or filings made to perfect the interest granted to Secured Party under this Agreement that may be required to release the replaced item from the terms of this Agreement, all at Debtor's expense. Replacement items of Collateral shall be owned by the Debtor, and title thereto shall be vested in Debtor upon such permitted replacement. Debtor shall record and/or file any and all UCC Financing Statements, Fixture Filings or other documents (including any modifications or amendments to same) necessary to perfect Secured Party's Lien on such replacement item or items. Upon such permitted replacement, Schedule B attached hereto shall be promptly amended to reflect such replacement. To be suitable as a replacement, such replacement item or items of Collateral must have at least substantially equivalent fair market value, in Debtor's reasonable business judgment, as the fair market value of the item or items of Collateral being replaced and be free and clear of all Liens other than Permitted Liens. Debtor acknowledges that, pursuant to Article II above, Secured Party has a valid and binding security interest in and to the proceeds of any and all sales or other dispositions of the Collateral, and any new items of Collateral purchased with such proceeds.
Replacement and Substitution. Lessee may replace an item of Equipment subject to this Lease with a replacement item of equipment that meets the suitability standards set forth in Section 9.1(b). Lessee may request the replacement of an item of Equipment by delivery of a replacement notice to Lessor at least 20 days prior to the date of the proposed substitution. Upon a permitted substitution of equipment pursuant to this Section 7.3, Lessor shall execute and deliver to Lessee a bill ▇▇ sale (without representations or warranties, except that the substituted item is free and clear of all Lessor Liens) and such other documents as may be required to release the substituted item from the terms of this Lease, all at Lessee's expense. Leased items of Equipment that have been substituted or replaced pursuant to this Section 7.3 shall become the property of Lessee, and title thereto shall automatically vest in Lessee upon such permitted substitution or replacement.
Replacement and Substitution. During the applicable Lease Term and provided that no Event of Default exists and Lessee has not elected or is not deemed to have elected an option under Section 10.1, 10.2 or Section 11.1(b) or (c) with respect to the Item of EXECUTION COPY Equipment to be replaced or substituted, Lessee may replace or substitute such Item of Equipment ("Replaced Equipment") with Replacement Equipment subject to Lessee's satisfaction of each of the following conditions:
(a) Lessee shall have delivered to Agent and Lessor a written notice (the "Replacement Notice") indicating the date such replacement or substitution is to take place (which date shall be (i) in respect of a voluntary replacement or substitution, not more than 90 days following the date of the Replacement Notice or (ii) in the case of a replacement or substitution on account of a Casualty, not later than the date provided for in the applicable Casualty Notice, which Casualty Notice shall serve as the Replacement Notice with respect to such Casualty, which shall identify the Replacement Equipment, the Purchase Price for the Replacement Equipment, and the Replaced Equipment;
(b) Lessee shall have delivered to Agent and Lessor evidence satisfactory to Agent and Lessor (i) of Lessee's compliance with the insurance provisions of Section 6.2 with respect to the Replacement Equipment, (ii) of Lessee's payment in full of the Purchase Price and all Installation Expenses of the Replacement Equipment, and (iii) that the Item of Equipment to serve as the Replacement Equipment satisfies the requirements set forth in the definition of "Replacement Equipment";
(c) Lessee shall cause a ▇▇▇▇ of Sale and an amendment to the relevant Lease Supplement and UCC financing statements as detailed on Schedule 6.1(f) of the Participation Agreement to be executed and delivered to Lessor in order to subject such Replacement Equipment to this Lease; and
(d) Such Replacement Equipment shall be the same make, model and year of manufacture as the Replaced Equipment or Lessee shall have delivered to Agent and Lessor an Appraisal of the Replacement Equipment showing both (i) the then-current Fair Market Value thereof, and (ii) the Fair Market Value thereof as of the then-current Expiration Date with respect to the Replaced Equipment and on each date on which a Renewal Term with respect thereto would expire, in each case greater than or equal to such values at such dates for the Replaced Equipment. Upon the satisfaction by Lessee of the foreg...
Replacement and Substitution. 8 SECTION 7.4 Removal................................................................................8 SECTION 7.5 Maintenance and Repair Reports.........................................................8 ARTICLE VIII USE.........................................................................................9 SECTION 8.1 Use....................................................................................9 ARTICLE IX CASUALTY; REPLACEMENT; INSURANCE...................................................9
Replacement and Substitution. These Warrants are given in replacement and substitution of the Warrants to purchase 450,000 shares of Common Stock, issued by the Company to the Holder and dated February 12, 1998.
Replacement and Substitution. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
17.1 The SYSTEM reserves the right to demand the immediate replacement of any worker assigned by the SERVICE PROVIDER, who, in the opinion of the SYSTEM, is wanting in competence, integrity, or whose services is deemed prejudicial to the interest of the SYSTEM, and/or to ban said worker/employee from entry into the premises. If any of the SERVICE PROVIDER’s employees are not acceptable to the SYSTEM, the SYSTEM may request in writing the removal/replacement of such personnel. Upon the receipt by the SERVICE PROVIDER of such request, the SERVICE PROVIDER shall provide within two (2) days a replacement reasonably acceptable to the SYSTEM
Replacement and Substitution. Section 17.1 The SYSTEM reserves the right to demand the immediate replacement of any guard assigned by the AGENCY, who, in the opinion of the SYSTEM, is wanting in competence, integrity, or whose services is deemed prejudicial to the interest of the SYSTEM, and/or to ban said guard/employee from entry into the premises. If any of the AGENCY’s employees are not acceptable to the SYSTEM, the SYSTEM may request in writing the removal/replacement of such personnel. Upon the receipt by the AGENCY of such request, the AGENCY shall provide within two (2) days a replacement reasonably acceptable to the SYSTEM.
Section 17.2 The AGENCY shall at all time enforce strict discipline and good order among its employees and shall likewise have the sole responsibility to hire, discipline, and discharge guards.
Replacement and Substitution. 13 7.4. Removal............................................................................14 7.5. Maintenance and Repair Reports.....................................................15