Replacements Clause Samples

Replacements. When Service involves the exchange of a part or Machine, the item IBM replaces becomes its property and the replacement becomes Customer’s. Customer represents that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent to the item replaced. The replacement assumes the warranty or maintenance Service status of the replaced item. Before IBM exchanges a part or Machine, Customer agrees to remove all features, parts, options, alterations, and attachments not under IBM’s service. Customer also agrees to i) ensure that the part or Machine is free of any legal obligations or restrictions that prevent its exchange and ii) transfer ownership and possession of removed parts to IBM. Service for some IBM Machines involves IBM providing Customer with an exchange replacement for installation by Customer. Such exchange replacements may be i) a part of a Machine (called a Customer Replaceable Unit, or “CRU,” e.g., keyboard, memory, or hard disk drive), or ii) an entire Machine. Customer may request IBM to install the replacement CRU or Machine, however, Customer may be charged for the installation. IBM provides information and replacement instructions with Customer’s Machine and at any time on Customer’s request. IBM specifies in the materials shipped with a replacement whether the failing CRU or Machine must be returned to IBM. When return is required, return instructions and a container are shipped with the replacement, and Customer may be charged for the replacement if IBM does not receive the failing CRU or Machine within 15 days of Customer’s receipt of the replacement.

Replacements. If the Authorized User elects the option of acquiring replacement equipment and/or software, a new performance period will commence upon notification in writing to the Authorized User that the Contractor has installed all equipment and/or software subject to replacement. The notification shall contain, as a minimum, the model and serial number nomenclature of the new Product, cross- referenced to that of the Product replaced. The Contractor shall bear the cost of transportation, installation, and delivery whenever Product is subject to replacement, unless the replacement was due to the fault or negligence of the Authorized User.

Replacements. If, from the date hereof until the expiration of the Standstill Period, either of the New Directors is unable or unwilling to serve as an independent director for any reason, and subject to the proviso below, the Investor Group shall have the right to propose and the Board agrees to expeditiously appoint a replacement (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to NYSE’s listing standards, the SEC rules and regulations and who is not an officer, director, employee or Affiliate (as defined below) of any Investor and who does not receive compensation from the Investor Group, whose qualifications are substantially similar to the New Director who is being replaced and who have been approved by the Nominating and Governance Committee of the Board, after exercising its good faith customary due diligence process and fiduciary duties, including, without limitation, a review of a director and officer questionnaire executed by the Replacement, a background check and conducting interviews (and who satisfies Company policies applicable to all directors); provided, that the Investor Group’s right to propose a Replacement pursuant to this Section 1(d) shall terminate (i) with respect to both New Directors when the Investor Group ceases to beneficially own, in the aggregate, at least half of the outstanding Common Stock beneficially owned by it as of the date hereof and (ii) with respect to any New Director who discloses material, non-public information to any Investor or its Affiliates, in breach of any of the Company’s public disclosure or confidentiality policies and, in the written opinion of the Company’s outside legal counsel, any Investor or its Affiliates has been complicit in such breach. Subject to the written mutual agreement of the Company and the Investor Group, not to be unreasonably withheld or delayed, such Replacement shall be deemed to be a “New Director” for purposes hereof (it being understood that the Company and the Investor Group shall work together in good faith to mutually agree upon a Replacement meeting the standards described above). Any Replacement appointed to the Board in accordance with this Section 1(d) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. In the event the Nominating and Governance Committee of the Board determines in good faith not to appoint any re...

Replacements. (a) On an ongoing basis throughout the term of the Loan, Borrower shall make capital repairs, replacements and improvements necessary to keep each Individual Property in good order and repair and in a good marketable condition or prevent deterioration of any Individual Property (collectively, the “Replacements”). Borrower shall complete all Replacements in a good and workmanlike manner. (b) Upon the occurrence of a Debt Yield Sweep Period, Borrower shall establish an Eligible Account with Lender or Lender’s agent to fund the Replacements (the “Replacement Reserve Account”). On each Payment Date during the continuance of a Debt Yield Sweep Period, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth of $0.20 per annum per square foot of office space (the “Replacement Reserve DY Sweep Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve Account equals or exceeds two (2) years’ worth of such deposits (the “Replacement Reserve DY Sweep Cap”); provided, however, if at any time during the term of the Loan (y) the amount on deposit in the Replacement Reserve Account is less than the Replacement Reserve DY Sweep Cap or (z) an Event of Default exists, Borrower shall resume making the Replacement Reserve DY Monthly Deposit on each Payment Date thereafter until the amounts on deposit in the Replacement Reserve Account equals or exceeds the Replacement Reserve Cap or the Event of Default has been cured or waived by Lender, provided no other Event of Default has occurred and is continuing. (c) Unless a Replacement Reserve Account has already been established and remains open pursuant to clause (b) above, Borrower shall establish the Replacement Reserve Account prior to the Midterm Monthly Deposit Trigger Date. Beginning on the Midterm Monthly Deposit Trigger Date and continuing on each Payment Date thereafter, without regard to whether Borrower is then required to be depositing the Replacement Reserve DY Sweep Monthly Deposit, Borrower shall deposit (i) one‑twelfth of $0.10 per annum per square foot of industrial space at the Properties and (ii) one‑twelfth $0.20 per annum per square foot of office space (the “Replacement Reserve Midterm Sweep Monthly Deposit”, and, together with the Replacement Reserve DY Sweep Monthly Deposit, collectively the “Replacement Reserve Monthly Deposit”) until such time that the amounts on deposit in the Replacement Reserve A...

Replacements. Replaced components, equipment, accessories or parts will become the Seller’s property. Title to and risk of loss of any Aircraft, component, accessory, equipment or part and returned by the Buyer to the Seller will at all times remain with the Buyer, except that: (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use; and (ii) title to and risk of loss of a returned component, accessory, equipment or part will pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part will pass to the Buyer.

Replacements. (1) In the event that any member of the Service Delivery Organization is found to be unacceptable to Voya for reasons that do not violate Law, Voya may request removal of such member of the Service Delivery Organization from the Voya account. Following such request, BNY Mellon and Voya shall meet and use diligent efforts to reach a mutually acceptable resolution to the removal request, and, if such resolution is reached, provide a replacement for such member of the Service Delivery Organization acceptable to Voya as soon as reasonably possible. (2) BNY Mellon shall as soon as reasonably possible, use commercially reasonable efforts to replace a Service Delivery Organization member who is terminated, resigns or otherwise ceases to perform the Services with an individual with equal or better qualifications to perform the Services and shall otherwise maintain backup and replacement procedures for the Service Delivery Organization to maintain continuity of the Services. (3) Except as otherwise provided in the Agreement, or otherwise agreed in writing by Voya, BNY Mellon shall not invoice Voya for, and Voya shall have no obligation to pay any amounts with respect to, time to train an individual appointed to the Service Delivery Organization, including with respect to training for an individual replacing an individual who was removed from the Service Delivery Organization.

Replacements. Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller shall at all times remain with the Buyer, except that: (i) risk of loss (limited to cost of replacement and excluding in particular loss of use) shall be with the Seller for as long as such Aircraft, component, accessory, equipment or part shall be under the care, custody and control of the Seller and; (ii) title to and risk of loss of a returned component, accessory, equipment or part shall pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. AVA - A320 Family PA AMENDED AND RESTATED Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part shall pass to the Buyer.

Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

Replacements. Management shall be responsible for scheduling replacements. If an employee proposes a replacement such substitute must be approved in advance by the Manager.