Disposals Clause Samples
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Disposals. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of (each a "disposal") any asset.
(b) Paragraph (a) above does not apply to any disposal:
(i) of stock made in the ordinary course of trading of the disposing entity;
(ii) of cash: LD943539/9
(A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or
(B) for any other purpose not prohibited under this Agreement;
(iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge);
(iv) of an obsolete or redundant asset which is no longer required for the purposes of the business;
(v) of assets in exchange for other assets comparable or superior as to type, value and quality and location;
(vi) by a member of the Group to another member of the Group which is a wholly owned Subsidiary of the Parent;
(vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent;
(viii) where the market value (when aggregated with the market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of Total Assets in any financial year of the Company; or
(ix) approved by the Majority Lenders; or
(x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect.
(c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any member of the Group of any shares in a Guarantor.
(d) For the purposes of Clause 22.5(b)(vi), Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.
Disposals. The Borrower shall not, either in a single transaction or in a series of transactions, whether related or not or whether voluntary or involuntary, sell, transfer, grant or lease or otherwise dispose of all or a material part of its assets.
Disposals. (a) No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances).
(b) Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 22.16 (Restrictions on chartering, appointment of managers etc.).
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any substantial part of its assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of the day-to-day operations of the disposing entity (including payments of cash); or
(ii) of assets in exchange for or to be replaced by other assets comparable or superior as to type, value and quality; or
(iii) where the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration receivable for any other disposal not allowed under the preceding sub-paragraphs) does not exceed 10% of consolidated total assets of the Company as shown in the audited consolidated financial statements of the Company most recently delivered to the Facility Agent pursuant to Subclause 20.1 (Financial statements), or its equivalent in any financial year of the Company.
(iv) disposals from one member of the Group to another member of the Group but prior to the occurrence of the Trigger Event only if the percentage ownership of the Company in the receiving Subsidiary (whether such ownership is direct or indirect through other Subsidiaries) is not significantly less than the Company’s percentage ownership (whether direct or indirect as aforesaid) in the disposing Subsidiary; or
(v) loans, guarantees or indemnities by the Company or any member of the Group to, or in respect of the indemnities of, the trustees of any pension scheme or any employee or other share scheme of the Company or any member of the Group;
(vi) disposals of a loss-making business made with the consent of the Majority Lenders (acting reasonably);
(vii) the making of a lawful distribution;
(viii) disposals permitted by the terms of Subclause 22.5 (Negative pledge) or Subclause 22.9 (Mergers);
(ix) disposals of Unrestricted Margin Stock, provided that any disposal of Unrestricted Margin Stock shall be made at fair market value; or
(x) disposals made with the prior consent of the Majority Lenders.
Disposals. (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is:
(i) a Permitted Disposal; or
(ii) a Permitted Transaction.
Disposals sell, transfer, assign, create security or option over, pledge, pool, abandon, lend or otherwise dispose of or cease to exercise direct control over any part of their present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary course of trading) whether by one or a series of transactions related or not;
Disposals. The Borrower or any other member of the NCLC Group shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor with the intention of preferring such creditor over any other creditor; or
Disposals. If the Borrower or any other member of the Group shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the benefit of a creditor with the intention of preferring such creditor over any other creditor.
Disposals. Except with the prior consent of all the Lenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account:
10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading;
10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed;
10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value;
10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “▇▇▇▇▇ ▇▇▇▇” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel [*] to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;
Disposals. If the Borrower or any other member of the NCLC Group or the Builder (in respect of the property assigned to the Trustee pursuant to the Construction Risks Insurance Assignment only) shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any of its property (in the case of the Builder, limited to the aforesaid property) which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall have made any transfer of its property (in the case of the Builder, limited to the aforesaid property) to or for the benefit of a creditor with the intention of preferring such creditor over any other creditor.