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:
(i) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and
(ii) such transaction would not have a Material Adverse Effect.
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:
(a) the transaction is carried out at fair market value, as determined in good faith by the board of directors of the Partnership; and
(b) such transaction would not reasonably be expected to have a Material Adverse Effect.
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:
(i) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and
(ii) such transaction would not have a Material Adverse Effect. In the event that:
(i) a Group Company sells or disposes of one or more vessels and/or shares in a Group Company owning (directly or indirectly) a vessel (or takes any other action which has the similar effect as a sale or disposal of a vessel or dilution of the ownership interest in a vessel), excluding any intra-Group transactions;
(ii) the Equity Ratio is less than 35% (but more than 30%, cf Clause 13.5(d)) on the Quarter Date immediately prior to such disposal; and
(iii) any net proceeds realized from such sale or disposal (following repayment of any relevant Permitted Financial Indebtedness pertaining to the relevant asset) has not been re-invested in one or more second-hand vessels within 180 days from receipt of such proceeds, the Issuer undertakes to promptly apply not less than 50% of such net proceeds (i.e. gross proceeds less ordinary cost and fees in accordance with such disposal) towards prepayment of any Permitted Financial Indebtedness.
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 Company of the Purchaser is no longer the owner of the Business.
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:
(a) the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and
(b) such transaction would not reasonably be expected to have a Material Adverse Effect.
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: the transaction is carried out at fair market value, on terms and conditions customary for such transactions; and such transaction would not have a Material Adverse Effect. Disposal in accordance with (a) above is only permitted if the proceeds from such disposal is (i) used to repay and service debt (i.e. including interest or special redemption if Divestment Event), (ii) used to invest in projects in Japan or (iii) held in cash.
Disposal of business. The Obligors shall not, and shall make sure that no member of the Group, sell or otherwise dispose of all or a substantial part of its assets or operations, provided however that the Issuer can carry out a sale of the Drillship subject to the Mandatory Prepayment provisions.
Disposal of business the disposal of the Business or any substantial part of it.
