Asset Disposal. 53.1 The Participant must promptly notify Defence as soon as practicable after it becomes aware that an Asset Disposal is likely to occur and seek Defence approval of the Asset Disposal.
53.2 Defence must act reasonably in deciding whether to approve a proposed Asset Disposal and notify the Participant of its decision including any conditions to approval as soon as practicable.
53.3 Defence may terminate this contract by notice to the Participant if an Asset Disposal of the Participant occurs during the Term without Defence’s approval.
Asset Disposal occurs where the Participant transfers or otherwise disposes of its ownership or any rights to:
Asset Disposal. The Borrower shall not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Credit Agent and undertakes to ensure that any Subsidiary of the Borrower does not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Credit Agent, except for:
Asset Disposal. The Guarantor shall not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Credit Agent and undertakes to ensure that any of its Subsidiaries does not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Credit Agent, except for:
Asset Disposal. Except for the Permitted Disposals, if the Borrower disposes or transfers, in any manner and outside of the ordinary course of business of the Borrower, in favour of a third party (outside de Group) any asset or business (whether by a voluntary or involuntary single transaction or series of transactions), including the transfer of shareholding stakes in any other companies and any Intellectual Property (other than between the Group) but excluding the Material IP (which would be subject to Clause 13.2.2 above), the Borrower shall make an early repayment of the Facility for the amount equivalent to the total net cash proceeds effectively received in respect of the disposal (after deduction of direct and indirect taxes as well as the duly justified expenses—including, but not limited to, any amounts retained to cover contingent and other anticipated liabilities in connection with such disposal or required to discharge any financial indebtedness—accrued or incurred as a consequence of, or in relation to, the disposal, as the case may be) in respect of the part thereof that has not been effectively used for, formally allocated or committed to be applied to (within one hundred and eighty (180) days following the date of disposal or such longer period that may be agreed between the Borrower and the Majority Lenders) the disposal (by the Borrower) of assets and/or companies of the same or similar nature; and in any case provided that (a) the net cash proceeds effectively received from such sale or disposal, either on an individual basis or for a series of sales or disposals during a period of one (1) year, exceed TWO MILLIONS EUROS (€2,000,000); and (b) any of the foregoing is duly evidenced to the Lenders through the Agent. The amount to be prepaid shall also accrue the relevant Early Prepayment Fee.
Asset Disposal. Each Borrower shall not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Facility Administrator, and shall procure that any of its Subsidiaries does not sell, lease, or otherwise dispose of any of its assets or property without the prior written consent of the Facility Administrator, except:
(a) the disposal of assets or property in the normal course of business;
(b) the disposal of assets or property within the framework of restructuring in connection with the ownership of “XXXXXXXXXX.XX” LLP;
(c) the disposal of assets or property of the Group’s members totalling an amount, at book or market value (depending on which amount is greater), obtained as a result of one or several transactions made during each successive 12 (twelve) months, not exceeding 5 (five) percent of the Consolidated EBITDA;
(d) the disposal of shares or participatory interests in the charter capital of 100RABOT within the framework of 100RABOT Ownership Change;
(e) the disposal of shares or participatory interests in the charter capital of a member of the Group that is not an Obligor, provided that after such disposal:
(i) the Debt Ratio will not exceed 2.0: 1; and
(ii) after payment of the Distribution, the Debt Ratio will not increase compared to the Leverage as of the last Test Date. In this case, such disposal in accordance with this paragraph (e) shall be carried out on market conditions and subject to the following conditions:
(A) prior to the disposal of the Group Member subject to Disposal, Borrower 1 shall send to the Facility Administrator a notification of the sale price of the Group Member subject to Disposal, indicating therein the amount of the Distribution, the amount intended to be used for the business activities of the member of the Group disposing of the Group Member subject to Disposal, and (or) the amount intended to be transferred for early repayment of the Facility Outstanding or part thereof in accordance with Clause 8.3 (Voluntary Early Repayment of Facility Outstanding);
(B) no later than 5 (five) Business Days prior to the disposal of the Group Member subject to Disposal, Borrower 1 shall provide the Facility Administrator with a certificate confirming that all the conditions specified in paragraphs (i) and (ii) above have been met;
(C) the sale of the Group Member subject to Disposal must be completed within 30 days from the date of the notification referred to in sub-paragraph (A) above, and in any c...
Asset Disposal. 19.3.1 The Borrower shall not sell, lease or otherwise dispose of any of its assets or property without the prior written consent of the Facility Administrator, and shall procure that any Obligor does not sell, lease, or otherwise dispose of any of its assets or property without the prior written consent of the Facility Administrator, except:
(A) the disposal of assets or property in the normal course of business;
(B) the disposal of assets or property of the Group’s members totalling an amount, at book or market value (depending on which amount is greater), obtained as a result of one or several transactions made during each successive 12 (twelve) months, not exceeding 10% (ten percent) of the Consolidated EBITDA;
(C) the disposal of shares or participatory interests in the charter capital of a member of the Group that is not an Obligor, provided that:
(1) such disposal is carried out on market terms;
(2) after such disposal the Debt Ratio will not exceed 2.0:1;
(3) the sale of the Group Member subject to Disposal will not entail a breach of the obligations under Clause 18 (Financial Covenants); and
(4) no later than 5 (five) Business Days prior to the disposal of the Group Member subject to Disposal, the Borrower shall notify the Facility Administrator of the upcoming disposal, and provide the Facility Administrator with a certificate confirming that all the conditions specified in paragraphs (2) and (3) above have been met.
19.3.2 For the purposes of Clause 19.3.1:
Asset Disposal. Should Alcan dispose of any of their plants with their demands for silicon covered by this Supply Agreement both Alcan and Simcala agrees to meet to discuss the affected volume. Once an agreement is reached on the volume, an amendment to the Supply Agreement will be issued in writing. If no agreement is reached within 90 days of such asset disposal, an automatic adjustment of the volume equivalent to the average of the last 9 month releases to the Company, the assets of which have been disposed of by Alcan, will be applied to the monthly releases under this Agreement, for the remaining term of it.
Asset Disposal. Disposing of, selling or leasing out a significant portion of their assets, or participating in a process of merger, division, consolidation, transfer of a significant portion of their assets, spin-off, transformation, change of corporate name, or any other significant modification of their legal structure.
Asset Disposal. (a) The Provider shall not, without the prior consent of the Agency, dispose of the whole or any part of the Site, or the Charged Property. Clause 3.6.2(a) does not apply to: i a Permitted Disposal; or
ii a Permitted Encumbrance provided that the relevant Permitted Disposal or relevant Permitted Encumbrance does not materially prejudice the value of the Site which is not the subject of the relevant disposition and so that (for the avoidance of doubt and without limitation) such retained parts of the Site remain (or are granted pursuant to the disposal) all necessary rights so that such retained parts of the Site remain suitable for development pursuant to the Scheme Details.
(b) The Provider shall procure that no Dwelling is disposed of other than by way of a Tenancy Agreement at no higher a rent than the Maximum Rent Level and in accordance with the terms of this Agreement during the Rental Period.
(c) Following the end of the Rental Period the Provider shall not dispose of a Dwelling before first offering to sell that Dwelling to the [Eligible Person] residing at the Dwelling and giving that said [Eligible Person] a period of [60 days] to exercise such option.
(d) The Provider shall not dispose of the Site or any part thereof to any person connected with the Provider.
(e) For the avoidance of doubt, nothing in this clause shall have the effect of removing or in any way reducing the Provider's obligation to obtain statutory consent from the Regulator to disposals pursuant to section 172 of the Act (or any replacement provision).
