Disposals Clause Samples
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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 part of its assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).
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. 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. 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.
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 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. (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. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, 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. 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. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than:
(a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents;
(b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms;
(c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents;
(d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal;
(e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time;
(f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group;
(g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or wi...