Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including, without limitation, Vessels) so long as: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower and (y) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower. provided, that at all times while the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consents.

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including, without limitation, Vessels) so long asas at the time of any such sale: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, fiscal year does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, Quarter and (y) $250,000,000400,000,000, provided provided, however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower and (y) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and; (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower. provided, that at all times while ; and (f) the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary sale of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consentsvessel “Celebrity Mercury.

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including, without limitation, Vessels) so long as: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower and (y) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;; and (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower. provided, that at all times while the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consents.

Asset Dispositions, etc. The Borrower Guarantor will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including, without limitation, Vessels) so long as: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 the Borrower Guarantor or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower Guarantor and (y) in the case of any other asset, an officer of the Borrower Guarantor or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower Guarantor so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; andand NYDOCS03/880756.14 48 (e) sales of assets between or among the Borrower Guarantor and Subsidiaries of the Borrower. provided, that at all times while the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consents.

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:: NYDOCS03/851836.9B 41 (a) sales of assets (including, without limitation, Vessels) so long as: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower and (y) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower. provided, that at all times while the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consentsconsents (it being agreed that failure to obtain the consent of FEC shall not constitute an Event of Default under Section 8.1.3 but may give FEC grounds to terminate the FEC Interest Equalization).

Asset Dispositions, etc. The Borrower Guarantor will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including, without limitation, Vessels) so long as: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 the Borrower Guarantor or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower Guarantor and (y) in the case of any other asset, an officer of the Borrower Guarantor or its board of directors);; NYDOCS02/877859.5 49 (b) sales of capital stock of any Principal Subsidiary of the Borrower Guarantor so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower Guarantor and Subsidiaries of the Borrower. provided, that at all times while the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consents.

Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including, without limitation, Vessels) so long as: (i) the aggregate net book value of all such assets sold during each 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (x) 7.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (y) $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of $25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (x) in the case of any Vessel, the board of directors of the Borrower and (y) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;; and (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower. provided, that at all times while the FEC Interest Equalization is in effect, the Borrower or a wholly-owned Subsidiary of the Borrower shall maintain ownership of the Purchased Vessel unless FEC otherwise consents.