Restrictions on dealing Sample Clauses
The 'Restrictions on dealing' clause limits a party's ability to transfer, assign, or otherwise dispose of their rights or obligations under an agreement. Typically, this clause requires that any such dealings—such as selling, assigning, or sublicensing interests—can only occur with the prior written consent of the other party. For example, a company may be prohibited from transferring its contractual rights to a third party without approval. The core function of this clause is to maintain control over who is involved in the agreement, thereby protecting the interests of the original parties and preventing unwanted or unapproved changes in contractual relationships.
Restrictions on dealing. The Chargor undertakes that, except as permitted under the terms of this Debenture or any other Loan Document it will not:
(a) create or permit to subsist any Lien over all or any of its assets, rights or property other than the Liens created pursuant to this Debenture or any other Loan Document; or
(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, all or any part of its assets, rights or property, including the Charged Assets or any interest therein.
Restrictions on dealing. The Chargor shall not (except as permitted under the Credit Agreement):- (a) create or permit to subsist any Security Interest on any Security Asset other than any Security Interest created by this Deed; or (b) sell, transfer, grant, or lease or otherwise dispose of any Security Asset, except for the disposal in the ordinary course of trade of any Security Asset subject to the floating charge created under Clause 3.1 (Creation of floating charge).
Restrictions on dealing. The Company shall not:
(a) create or permit to subsist any Security Interest on any Security Asset other than the Security Interests created by this Deed;
(b) sell, transfer, grant, or lease or otherwise dispose of any Security Asset; or
(c) take or permit the taking of any action which would reasonably be likely to result in the rights attaching to any Mortgaged Assets being altered or further shares in the Borrower being issued (other than the issue of any deferred shares by the Company in accordance with the terms of the Share Subscription Agreement).
Restrictions on dealing. (a) It will not (without the prior written consent of the Mortgagee) take or permit any action that may result in:
(i) the Company’s memorandum or articles of association being amended in any way which is prejudicial to the interests of the Mortgagee in any material respect or inconsistent in any material respect with the terms of this Deed or any other Finance Document;
(ii) the Company paying, making or distributing any Related Asset unless it is permitted to do so under the Facility Agreement;
(iii) any rights attaching to any Collateral being altered;
(iv) any replacement certificates of title being issued for any Collateral;
(v) the appointment of any director of the Company unless the Mortgagee is provided with each document specified in Clause 4.3 (New directors) on the date of appointment;
(vi) a change in the Company’s registered office address or registered office provider;
(vii) the Company’s registered office provider ceasing to maintain the Register of Members;
(viii) the Company merging or consolidating with any other body corporate, unless otherwise permitted under the Facility Agreement;
(ix) the Company being liquidated; or
(x) the Company ceasing to be registered under the Companies Law or in good standing with the Registrar.
(b) It will not (without the prior written consent of the Mortgagee) transfer, sell, grant any option over, surrender, redeem or otherwise dispose of, part with possession of, or (except as permitted by Clause 5 (Distribution and voting rights)) deal with, any Collateral or permit any of these things to happen.
(c) It will not (without the prior written consent of the Mortgagee) create, or allow to exist, any Security Interest or other third party interest over any Collateral.
Restrictions on dealing. The Assignor shall not do nor agree to create or permit to subsist any Security Interest on the Proceeds other than as those created by this Deed.
Restrictions on dealing. 4.1 The Company shall not without the prior written consent of the Security Agent:
4.1.1 create or permit to subsist any mortgage, charge, pledge, hypothecation, lien (other than a lien arising by operation of law) or other security interest on the Credit Balance or any of the Debts other than this Charge and the EDC Charge;
4.1.2 sell, discount, factor, lend or otherwise dispose of the whole or any part of the Debts or the Credit Balance other than in accordance with clause 4.2 of this Charge.
4.2 The Company may continue to withdraw monies from the Account until the Security Agent gives notice to Barclays Bank Plc in accordance with the terms of the Notice contained in Schedule One to this Charge. The Security Agent confirms that it will only give such notice following the occurrence of an Event of Default (as defined in the Transaction Documents).
Restrictions on dealing. The Chargor shall not (except as permitted under the Credit Agreement):-
(a) create or permit to subsist any Security Interest on any Security Asset expressed to be subject to fixed security pursuant to Clause 2 (Fixed Security) other than any Security Interest created by this Deed; or
(b) sell, transfer, grant, or lease or otherwise dispose of any Security Asset expressed to be subject to fixed security pursuant to Clause 2, except for the disposal in the ordinary course of trade of any such Security Asset subject to the floating charge created under Clause 3.1 (Creation of floating charge).
Restrictions on dealing. The Company represents, warrants and undertakes to the Security Trustee that save with the prior written consent of the Security Trustee:
(a) it has and will at all times during the subsistence of the Security have legal title to and is and at all times during the subsistence of the Security will be entitled to the entire beneficial interest in the Secured Assets free from Security Interests (save for Permitted Security Interests) and will not create or attempt to create or permit to arise or subsist any Security Interest on any of the Secured Assets;
(b) save as permitted by the Credit Agreement or this Debenture it has not sold or agreed to sell or otherwise disposed of or agreed to dispose of and will not at any time during the subsistence of the Security sell, assign, part with, transfer, lease, licence or otherwise dispose of the benefit of all or any of the Company's right, title and interest in and to the Secured Assets or any part of them and will not agree to or grant any option in respect of any of the above, with the exception of:
(i) sales of its stock in trade at not less than market value in the ordinary course of its business;
(ii) the use of cash for the acquisition of goods or services in the ordinary course of its business; and
(iii) the sale or disposal of all or any of its undertaking and assets for the time being subject to the floating charge created pursuant to Clause 3.3 (Floating charge) in the ordinary course of its business until such time as such floating charge is converted into a fixed charge pursuant to Clause 6 (Crystallisation of Floating Charge) or by operation of law; and
(c) (i) upon or after the occurrence of an Enforcement Event and upon receipt of a notice from the Security Trustee requiring the establishment of a Special Account (or Special Accounts), it will promptly pay into a Special Account all monies which it may receive in respect of the Debts immediately on receipt and it will not be entitled to withdraw or transfer from the Special Accounts any monies standing to the credit of such Special Accounts or direct any payment to be made from such Special Accounts to any person, and (ii) until such payment into a Special Account of the nature referred to in sub-clause (c) (i) will hold all monies which it may receive in respect of the Debts on trust for the Security Trustee and will not release, set-off, compound or deal with the Debts otherwise than by getting in and realising the same in the ordinary and proper co...
Restrictions on dealing. The Chargor will not:
(a) create or permit to subsist any Lien over all or any of the Security Assets other than pursuant to or contemplated by the Security Documents or the Credit Agreement; or
(b) part with, lease, sell, transfer or otherwise dispose of or agree to part with, lease, sell, transfer or otherwise dispose of all or any part of the Security Assets or any interest there in, other than as permitted by the Credit Agreement.
Restrictions on dealing. 4.1. The Chargor shall not without the prior written consent of the Bank;
4.1.1. create or permit to subsist any mortgage charge (fixed or floating) pledge lien (other than a lien arising by operation of law) or other security interest on any of its assets other than this Debenture and Permitted Encumbrances;
4.1.2. other than in respect of Permitted Indebtedness and Permitted Investments (as defined in the Loan and Security Agreement) and other than as otherwise specifically permitted in the Loan and Security Agreement sell transfer lease lend or otherwise dispose of the whole or any part of its undertaking or (save in the normal course of trading at not less than market value) of its assets or enter into any agreement or grant any option for any such sale transfer lease loan or other disposal;
4.1.3. part with possession of any freehold or leasehold property grant or agree to grant any option or any licence tenancy or other right of occupation to any person or exercise the powers of leasing or agreeing to lease or of accepting or agreeing to accept surrenders conferred by Sections 99 and 100 of the Law of Property ▇▇▇ ▇▇▇▇ provided that such restrictions shall not be construed as a limitation on the powers of any receiver appointed under this Debenture and being an agent of the Chargor and the Bank may grant or accept surrenders of leases without restriction at any time after the Bank shall have demanded the payment or discharge of any of the monies obligations and liabilities hereby secured; and
4.1.4. pull down or remove or redevelop or make any material alteration to the whole or any part of any buildings or sever unfix or remove any fixtures or remove any plant or machinery belonging to or in use by the Chargor except for the purpose of effecting repairs or replacing the same.