Replacements Clause Samples

Replacements. (i) The Company agrees that if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below), and at such time the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for c...

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. 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. (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. 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.