Disposal of business. The Issuer shall not, and shall procure that no other Group Company shall, sell or otherwise dispose of all or a substantial part of the Group’s assets or operations, unless:
Disposal of business where you have disposed of, or have entered into any arrangement that will result in the disposal of, a substantial part of your business, property or assets that are required in order for you to be able to carry out your obligations under this Agreement, or the same are lawfully seized or appropriated, without our prior written consent, immediately on written notice;
Disposal of business. The Partnership shall not, and shall ensure that no Group Companies shall, sell or otherwise dispose of all or a substantial part of the Group's aggregate assets or operations, unless:
Disposal of business. The Company shall not, and shall ensure that no Group Companies shall, be entitled to sell or otherwise dispose of all or a substantial part of the Group’s aggregate assets or operations, unless:
Disposal of business. The Vendor will not be liable to make any payment (whether by way of indemnity, damages or otherwise) to the Purchaser in respect of any breach of this Agreement (including a breach of any Warranty) if, at the time the Claim is made, the Purchaser or a Related Body Corporate of the Purchaser is no longer the owner of the Business.
Disposal of business. Purchaser shall not sell, spin off, transfer, merge or otherwise dispose of or discontinue the entire or any part of the Business or any of the Shares or substantially change the Business or liquidate the Target until December 31, 2006 without the prior written consent of Seller, which shall not be unreasonably withheld. In the event the Business is transferred to or otherwise acquired by another entity, the Parties agree on a reasonable adjustment of the provisions regarding the Earn-out in order for Seller to be able to benefit economically from the Earn-out in substantially the same manner as set forth in Section 3.4 above. SECTION VIII ------------ CLOSING DATE ------------
Disposal of business. The Sellers are not liable under a Claim if:
Disposal of business the disposal of the Business or any substantial part of it.
Disposal of business. The LICENSEE shall not sell, transfer, assign, sub-license, mortgage or pledge or advertise for such purpose this License and Franchise Agreement or any rights or privileges accruing hereunder or the LUMBER CITY Store licensed in terms of this Agreement, to any person, firm, close corporation, company or other legal entity, without the prior written consent of the LICENSOR. If during the currency of this Agreement or any extension, renewal or tacit renewal thereof, the LICENSEE desires to sell or in any manner alienate the licensed and franchised LUMBER CITY store and/or the licence and franchise granted in terms of this Agreement, the LICENSOR shall have the right to approve the suitability of the party to own and operate a licensed LUMBER CITY store. Any purchase offer made by a prospective bona fide purchaser must contain an agreement that the LICENSOR, at its sole discretion may require as part of the consideration of the purchase, that the new LICENSEE must invest any additional capital as the LICENSOR deems necessary towards improving equipment and/or increasing stock and/or increasing capital to meet and satisfy the LICENSOR’S standard or store operation at the time of any such sale. In addition any new LICENSEE shall be obliged to enter into a new Licence and Franchise agreement upon such terms as are then currently in use by the LICENSOR, shall furthermore pay the LICENSOR its current franchise fee and training fee applicable at such time, pay the current royalty charged at such time by the LICENSOR to its most recently acquired LICENSEE and shall reach an acceptable standard of operation. In addition the LICENSOR shall be entitled to impose any other conditions which it deems necessary. Notwithstanding anything to the contrary contained in this agreement, if the LICENSEE desires to sell or in any other manner alienate the store and/or licence and franchise granted in terms of this Agreement as provided for in Clause 64, the LICENSOR reserves for itself or its nominee and the LICENSEE grants to the LICENSOR or its nominee, the option to purchase the license and franchise LUMBER CITY store and/or licence and franchise granted in terms of this Agreement, upon the same terms and at the same price offered by a bona fide purchaser. If, however, the LICENSEE desires to sell or in any other manner alienate the LUMBER CITY store and/or licence and franchise granted in terms of this Agreement and no third party has made a bona fide purchase offer as provid...
