Sale of a Vessel Sample Clauses

Sale of a Vessel. If any of the Borrowers wishes to sell its Vessel before the relevant Final Maturity Date, the following steps shall be taken:-
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Sale of a Vessel. In the event of a sale of a Vessel, the Loan relating to such Vessel shall be automatically cancelled and the relevant Borrower shall prepay the Loan relating to such Vessel in full no later than simultaneously with the transfer of title to the Vessel. The remaining proceeds of such sale of a Vessel, if any, shall be applied to prepay and cancel the Loan relating to the other Vessel.
Sample 1Sample 2
Sale of a Vessel. On the sale of any Vessel (excluding SILJA SYMPHONY and SILJA SERENADE and other than FINNJET, where the terms of sale are to be determined in accordance with Clause 5.9) during the Facility Period the Required Sale Prepayment Amount shall be applied by the Borrower as a prepayment to be applied by the Paying Agent in satisfaction or reduction of the Loan, the Revolving Credit and the Junior Loan pro rata PROVIDED ALWAYS that if the Market Value of the remaining Vessels would be less than one hundred and forty per centum (140%) of the aggregate of the Loan, the Revolving Credit Outstandings and the Junior Loan, then the Borrower will ensure that such further portion of the net sales proceeds as may be required in order to ensure that the Market Value of the remaining Vessels shall equal or exceed one hundred and forty per centum (140%) of the Loan, the Revolving Credit and the Junior Loan shall also be used in or towards prepayment of the Loan, the Revolving Credit and the Junior Loan pro rata. Unless an Event of Default shall then have occurred and be continuing, the Paying Agent shall promptly release to or to the order of the relevant Owner the amount (if any) by which the net sale proceeds exceeds the prepayment required under this Clause 5.8. The provisions of Clauses 5.5 and 5.6 shall apply to any such prepayment with the exception of the remaining Repayment Instalments which shall be reduced pro rata.
Sample 1
Sale of a Vessel. Changes in particulars
Sample 1
Sale of a Vessel. Immediately upon the sale of a Vessel (such Vessel, the “Sold Vessel”), the Borrower shall make a mandatory prepayment of the Loan in an amount equal to 100% of the Net Sale Proceeds; provided however that the Borrower may, so long as (i) no Event of Default has occurred and is continuing and (ii) the Borrower provides written notice to the Facility Agent no later than three (3) Banking Days prior to such sale, elect to deposit the Net Sale Proceeds in a deposit account held with an Account Bank and blocked in favor of the Security Trustee (the “Escrow Account”), and no later than three (3) months from the date of the sale of the Sold Vessel (the “Replacement Date”), (x) a Subsidiary Guarantor shall purchase a Replacement Vessel using such Net Sale Proceeds, or (y) the Borrower shall substitute the Sold Vessel with a Replacement Vessel owned by a Subsidiary Guarantor with a Fair Market Value not less than the Sold Vessel, and in either case, such Replacement Vessel (and its related assets) shall immediately become a “Vessel” hereunder, constituting Collateral (and Schedule 2 shall be supplemented by the Majority Lenders accordingly). In the event of such purchase or substitution, the Account Bank shall release the purchase price of the Replacement Vessel (in the case of foregoing clause (x)) or the Fair Market Value of the Replacement Vessel (in the case of the foregoing clause (y)) to the order of the Borrower or the purchasing Obligor, as the case may be, up to two (2) Banking Days prior to the date of such purchase or substitution in accordance with a closing mechanic satisfactory to the Majority Lenders. In the event that the Net Sale Proceeds exceed the purchase price of the Replacement Vessel (in the case of the foregoing clause (x)) or the Fair Market Value of the Replacement Vessel (in the case of the foregoing clause (y)), such excess Net Sale Proceeds shall be applied as a mandatory prepayment of the Loan until the Minimum Value Percentage is not less than the Minimum Value Percentage immediately prior to the sale of the Sold Vessel. If a Replacement Vessel (together with its related assets) does not become Collateral hereunder by the relevant Replacement Date, the Net Sale Proceeds held in the Escrow Account shall be applied as a mandatory prepayment of the Loan.
Sample 1
Sale of a Vessel. On (i) the sale of a Vessel or (ii) the earlier of (x) one hundred twenty (120) days after the Total Loss of a Vessel or (y) the date on which the insurance proceeds in respect of such loss are received by the Shipowner Guarantor, the Borrower or the Parent Guarantor or the Security Trustee as assignee thereof, the Borrower shall prepay that portion of the Facility equal to the total outstanding amount of the Facility multiplied by a fraction (1) the numerator of which is equal to the Fair Market Value (as of the most recent appraisal prior to such disposition or loss) of the Vessel which is the subject of such disposition or loss and (2) the denominator of which is equal to the Fair Market Value (as of the most recent appraisal prior to such disposition or loss) of both of the Vessels.
Sample 1
Sale of a Vessel. On the sale of any Vessel (excluding SILJA SYMPHONY and SILJA SERENADE and other than FINNJET, where the terms of sale are to be determined in accordance with Clause 5.8) during the Facility Period the Required Sale Prepayment Amount shall be applied by the Borrower as a prepayment to be applied by the Paying Agent in satisfaction or reduction of the Facility and the Senior Facility pro rata PROVIDED ALWAYS that if the Market Value of the remaining Vessels would be less than one hundred and forty per centum (140%) of the aggregate of the Facility and the Senior Facility, then the Borrower will ensure that such further portion of the net sales proceeds as may be required in order to ensure that the Market Value of the remaining Vessels shall equal or exceed one hundred and forty per centum (140%) of the Facility and the Senior Facility shall also be used in or towards prepayment of the Facility and the Senior Facility pro rata. Unless an Event of Default shall then have occurred and be continuing, the Paying Agent shall promptly release to or to the order of the relevant Owner the amount (if any) by which the net sale proceeds exceeds the prepayment required under this Clause 5.7. The provisions of Clauses 5.4 and 5.5 shall apply to any such prepayment with the exception of the remaining Repayment Instalments which shall be reduced pro rata.
Sample 1
AutoNDA by SimpleDocs

Related to Sale of a Vessel

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Sale of Equipment During the period from the date of such notice given pursuant to Section 10.1 to the Termination Date, Lessee, as non-exclusive agent for Lessor and, except as provided in Section 10.3, at Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids from Persons other than Lessee, the Manager or any of their respective Affiliates for the cash purchase of the Terminated Units, and Lessee shall promptly, and in any event at least five Business Days prior to the proposed date of sale, certify to Lessor in writing the amount and terms of each such bid, the proposed date of such sale and the name and address of the party submitting such bid. Unless Lessor shall have elected to retain the Terminated Units in accordance with Section 10.3, on the Termination Date: (i) Lessee shall deliver the Terminated Units (excluding any optional Severable Modifications removed by Lessee pursuant to Section 9.2) to the bidder (which shall not be Lessee or Manager or an Affiliate of Lessee or Manager (for the avoidance of doubt the bidder may be a Customer, or a customer of the Manager, and neither the Manager nor any Affiliate shall be prohibited from managing the Units for such bidder after the purchase by such bidder)) that shall have submitted the highest cash bid prior to such date (or to such other bidder as Lessee and Lessor shall agree) and (ii) subject to the prior or concurrent receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next sentence and (y) by the Persons entitled thereto of all unpaid Supplemental Rent due on or before the Termination Date, Lessor shall, without recourse or warranty (except as to the absence of any Lessor's Lien) simultaneously therewith transfer all of its right, title and interest in and to the Terminated Units to such bidder. The net proceeds of sale realized at such sale shall be paid to Lessor and, in addition, on the Termination Date, Lessee shall pay to Lessor (A) all Basic Rent with respect to such Terminated Units due and payable prior to the Termination Date (exclusive of any Basic Rent with respect to the Terminated Units due on such date), (B) the excess, if any, of (1) the Termination Amount for the Terminated Units computed as of the Termination Date over (2) the net cash sales proceeds (after the deduction of all applicable sales, transfer or similar taxes) of the Terminated Units, (C) an amount equal to any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture) and (D) all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (which shall include, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any, equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease and Late Payment Interest related thereto), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, (i) Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent, in respect of all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and (ii) the Policy Provider has received the portion of Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. If no sale shall have occurred, whether as a result of Lessee's failure to pay all of the amounts hereinabove required or otherwise, this Lease shall continue in full force and effect with respect to such Units and Lessee agrees to reimburse Lessor, Policy Provider and the Indenture Trustee for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection therewith. Lessee, in acting as agent for Lessor, shall have no liability to Lessor for failure to obtain the best price, shall act in its sole discretion and shall be under no duty to solicit bids publicly or in any particular market. Owner Participant shall have the right, but not the obligation, to obtain bids either directly or through agents other than Lessee.

  • Sale of Placement Shares On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.

  • Sale of Business 13.1 The Private Party shall enter into a Sale of Business Agreement with SANParks on the terms and conditions as set out in the Sale of Business Agreement annexed hereto as Schedule 19.

  • Sale of Placement Shares by the Agent Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

  • Sale of Stock Subject to the terms and conditions of this Agreement, ------------- on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, 960,000 shares of the Company's Common Stock (the "Shares") at a purchase price of $0.01 per Share ------ for a total purchase price of $9,600.00. The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Sale of Placement Shares by Agent Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Time is Money Join Law Insider Premium to draft better contracts faster.