Substitution of Parties Clause Samples
The Substitution of Parties clause allows one party to transfer its rights and obligations under a contract to another party, effectively replacing itself with a new party. In practice, this clause typically requires the consent of the non-transferring party and may set out specific conditions or procedures for the substitution, such as providing written notice or obtaining prior approval. Its core function is to provide flexibility in contractual relationships by permitting changes in the parties involved, while ensuring that all parties are aware of and agree to the new arrangement, thereby minimizing confusion or disputes.
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Substitution of Parties. After payment of the monetary sum as described below, the Plaintiffs shall dismiss the individual defendants. The City of Cincinnati will remain a party for the purposes of ensuring compliance and enforcing the terms of this agreement.
Substitution of Parties. The parties hereto agree to substitute Northrop Grumman Corporation, a Delaware corporation, with Richmond U.K. Inc., a Delaware corporation (formerly named, prior to March 11, 2003, TRW Automotive UK Inc.), as a party to the Employee Stockholders Agreement, such substitution to be effective as of the date of the Employee Stockholders Agreement.
Substitution of Parties. The parties hereto agree that, effective as of the date of this Amendment, Venus I, Venus Holdco Inc. and Venus Mergerco Inc. shall each be permitted to, and do hereby, withdraw as parties to the Agreement. Such withdrawal shall constitute a complete novation of the obligations of Venus I, Venus Holdco Inc. and Venus Mergerco Inc. under the Agreement. Neptune I, Inc., Neptune Holdco LLC and Neptune Mergerco Inc. shall, as of and from the date of this Amendment, be substituted as parties to the Agreement and this Amendment in the places of Venus I, Venus Holdco Inc. and Venus Mergerco Inc., respectively, by their agreements hereto, evidenced below, and shall assume, by their agreements hereto evidenced below, all the rights, obligations, duties and agreements of Venus I, Venus Holdco Inc. and Venus Mergerco Inc., respectively, under the Agreement and this Amendment in the full place and stead of Venus I, Venus Holdco Inc. and Venus Mergerco Inc., respectively. The parties further agree, from and after the date hereof, that (i) all references to "Caymanco" in the Agreement and in this Amendment shall be deemed to refer to Neptune I, Inc. rather than Venus I in full substitution therefor, (ii) all references therein to "Veritas Holdco" shall be deemed to refer to Neptune Holdco LLC rather than Venus Holdco Inc. in full substitution therefor and (iii) all references therein to "Veritas Merger Sub" shall be deemed to refer to Neptune Mergerco Inc. rather than Venus Mergerco Inc. in full substitution therefor.
Substitution of Parties. Lender and XCL-Texas hereby agree that the Security Agreement, as amended hereby, is now between Lender and XCL-Texas and XCL-Texas hereby assumes all of XCL Land's obligations under the Security Agreement.
Substitution of Parties. By its execution of this Fourth Amendment, Tek becomes a successor in interest to Newco and shall have all the rights and obligations of Newco under the Agreement. Thereupon, Newco shall have no further rights or obligations under the Agreement. all references to Newco in the Agreement shall be deemed references to Tek.
Substitution of Parties. 41 11.2 Expenses......................................................41 11.3 Certificates..................................................41 11.4
Substitution of Parties. Seller shall, as promptly as practicable following the Closing Date take all necessary actions to have Buyer substituted as a party in Seller's place in all Transferred Claims. Prior to the effectiveness of the substitution referred to in the preceding sentence, Seller shall promptly notify Buyer of any activity with respect to the Transferred Claims requested by Buyer.
Substitution of Parties. Substitution of the Operator or TMM
36.1 Subject to the provisions of clause 36.4, if the Secretary of State directs that the rights and obligations of the Operator or the relevant rights and obligations of the TMM (in each case, subject to and following a termination of the TSA and/or the MSA or in the case of the Operator, following a Franchise Termination) under this Agreement shall be transferred or novated to a Specified Person on a date specified by the Secretary of State (Specified Date) then on and from the Specified Date:
(a) the Specified Person shall be substituted for the Operator, or in the case of the TMM, substituted in whole or in part for the TMM (as applicable) under this Agreement and any further document to be entered into pursuant to this Agreement as if the Specified Person had originally been party to this Agreement instead of the Operator or the TMM (as applicable) and all references in this Agreement to the Operator, or, in the case of the TMM, the relevant references to the TMM (as applicable) are to be read and construed as if they were references to the Specified Person;
(b) the Specified Person shall be bound by and must fulfil, comply with and observe all the provisions of this Agreement and any further document to be entered into pursuant to this Agreement, including any obligations and liabilities of the Operator or, in the case of the TMM, the relevant obligations and liabilities of the TMM (as applicable) and shall enjoy all the rights and benefits of the Operator or, in the case of the TMM, the relevant rights and benefits of the TMM or the TMM (as applicable) under this Agreement in accordance with clause 36.5; and
(c) at any time after the Specified Date each of the parties to this Agreement and the Specified Person shall, at the request and cost of the Secretary of State, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Secretary of State or the Specified Person may reasonably require for the purpose of giving the Secretary of State or Specified Person the full benefit of all the provisions of this Agreement.
Substitution of Parties. (A) The Incoming Party hereby undertakes to the Continuing Party to perform the Original Agreement and be bound by the terms thereof in every way as if the Incoming Party was [,with effect from the Effective Date,] a party to the Original Agreement in place of the Outgoing Party.
(B) The Continuing Party hereby releases and discharges the Outgoing Party from all obligations and liabilities of the Outgoing Party under the Original Agreement [becoming due to be performed or satisfied on or after the Effective Date] and all claims and demands whatsoever in respect thereof and accepts the performance thereof by the Incoming Party in place of performance by the Outgoing Party and hereby undertakes to the Incoming Party [,with effect from the Effective Date,] to perform the Original Agreement and be bound by the terms thereof in every way as if the Incoming Party was a party to the Original Agreement in place of the Outgoing Party.
Substitution of Parties. The Agent hereby consents to the substitution as a party to the Contract in place of a terminated General Agent, as of the effective date of termination, a new successor General Agent appointed by the Company as the General Agent for the territory. The Agent will be furnished with evidence of any new appointment in the form of the General Agent Appointment Page which shall amend and be a part of the Contract.