Disposals Clause Samples
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Disposals. (a) The Company shall not (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 any asset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal of an asset (other than any Security Asset):
(i) made in the ordinary course of trading as a securities clearing system;
(ii) of assets in exchange for other assets or interests of substantially equivalent value (other than an exchange of a non-cash asset for cash);
(iii) of assets by a member of the Group to another member of the Group (other than the Clearing System itself);
(iv) which is the provision by the Company of any deposit, collateral and/or margin (or similar) to any central securities depository, central counterparty or system for the clearance and settlement of transactions in securities with which it established inter-operability or other linked arrangements; or
(v) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (iv) above) does not exceed €10,000,000 (or its equivalent in another currency or currencies) in any financial year of the Company.
(c) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal in the ordinary course of trading of any Collateral for cash, provided that the proceeds of such disposal are paid into the relevant Collateral Cash Account(s) in accordance with paragraph 10 (Collateral Accounts) of Part I of Schedule 6 (Borrowing Base).
(d) For the purposes of paragraph (b)(i) above, the delivery of securities by the Company and disposals and transfers carried out pursuant to the Rules or a Link Agreement (including where a Clearing Participant or a Co-operating Clearing House defaults on its obligations or the Company ceases to act for a Clearing Participant) shall constitute a disposal in the ordinary course of trading and is permitted under paragraph (b)(i) above.
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. 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. 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. 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 sell, transfer, abandon, lend or otherwise dispose of or cease to exercise direct control over any part (being either alone or when aggregated with all other disposals falling to be taken into account pursuant to this clause 8.3.3 material in the opinion of the Bank in relation to the undertaking, assets, rights and revenues of the relevant Borrower taken as a whole) of their respective 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) No Obligor shall (and the Parent shall ensure that no other member of the Group will), whether in a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, sell, lease, transfer or otherwise dispose of any asset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);
(iii) of any asset by a member of the Group made by any member of the Group to another member of the Group;
(iv) of obsolete or redundant assets;
(v) of cash or cash equivalent investments;
(vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements;
(vii) by way of dividend or other distribution to its shareholders from its distributable reserves;
(viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business;
(ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement;
(x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis;
(xi) arising as a result of the Listing Reorganisation; or
(xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xi) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 per cent. of Consolidated Total Assets in any financial year.