DISPOSALS AND SECURITY UNDERTAKINGS Sample Clauses

DISPOSALS AND SECURITY UNDERTAKINGS. (a) DISPOSALS No Obligor will, and each Obligor will procure that none of its Subsidiaries will, (whether by a single transaction or a series of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, lease out or otherwise dispose (each a "DISPOSAL") of any of its assets or agree to do so, other than: (i) any disposal of assets on arm's length terms in the ordinary course of business; (ii) any inventory disposal by any Group Company in the ordinary course of trading; (iii) any disposal of obsolete or redundant plant and equipment, or of property not required for the operation of its business; (iv) any disposal of assets to an Obligor which is party to a legally valid, binding and enforceable Security Document which creates a valid and effective Security Interest over the asset securing all or substantially all amounts outstanding under the Senior Finance Documents; (v) any disposal of Cash Equivalents on arm's length terms; (vi) any disposal of assets by a Group Company (other than an Obligor) to another Group Company (other than Xxxxx); (vii) disposals (other than to Xxxxx) of assets on arm's length terms not otherwise permitted under this clause 19.3; (viii) the exchange of assets (the "TRANSFERRED ASSETS") for other assets of a comparable or superior nature and value (the "RECEIVED ASSETS"), provided that, if the Transferred Assets were subject to a Security Interest in favour of the Finance Parties, then a Security Interest in favour of the Finance Parties (and acceptable in form, nature and substance to the Security Agent) shall be granted by the relevant Group Company over the Received Assets; and (ix) any other disposal made with the prior consent of the Majority Lenders, provided always that no disposal may be made of any shares in: (A) any Distribution Company which would result in the Parent owning (directly or indirectly) less than 95 per cent. of the equity share capital in that Distribution Company; or (B) any Material Company (other than a Distribution Company). (b) DISPOSALS FOR FULL CONSIDERATION Each Obligor will, and each Obligor will, procure that its Subsidiaries will, ensure that any disposal permitted by clause 19.3(a) is: (i) for at least the higher of book value and market value payable in cash on or before completion of that disposal; and (ii) as part of an arm's length transaction on terms that the purchaser of the relevant asset does not obtain title to or possession of that asset...
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DISPOSALS AND SECURITY UNDERTAKINGS. (a) (disposals) No Group Member will (whether by a single transaction or a series of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, license, lease out or otherwise dispose of any of its assets or agree to do so, other than a Permitted Disposal. (b) (negative pledge) No Group Member will create or agree to create or permit to subsist any Security Interest over any part of its assets, other than a Permitted Security Interest. (c) (Security Interest) No Group Member will take any action which would cause a Security Interest to: (1) cease to have the priority which it purports to have under the relevant Finance Documents; or (2) be ineffective to secure the payment of the money or compliance with the obligations which it purports to secure, except, in each case, a request (if necessary) to release a Security Interest for the sole purpose of facilitating a Permitted Disposal.
Sample 1
DISPOSALS AND SECURITY UNDERTAKINGS. (a) (Disposals) No Group Member will (whether by a single transaction or a series of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, license, lease out or otherwise dispose of any of its Security Property, except (1) an asset which is subject to a floating charge under a Security and in, and only in, the ordinary course of ordinary business; (2) an asset (other than real property or an interest in real property or any other asset the subject of a fixed charge under a Security) which is replaced by one or more assets having similar function and of comparable or superior type, value and quality (3) any assets of which the total value does not exceed $100,000 in any Financial year (excluding disposals otherwise permitted under this clause); or (4) a sale of the motor vehicle fleet owned by the Group, provided that: (A) the motor vehicle fleet is leased back to a Group Member simultaneously with, or immediately after, the sale of the motor vehicle fleet and the motor vehicle fleet is available for use by the Group in the operation of their business; (B) the proceeds of the sale are in excess of 80% of the net book value of the assets sold; (C) the terms and conditions of the leases to be entered into by a Group Member in respect of the motor vehicle fleet are acceptable to the Lender; and (D) the proceeds of the sale are used to prepay the Principal Outstanding under Tranche A in accordance with clause 5.5. (b) (Negative Pledge) No Group Member will create or agree to create or permit to subsist any Security Interest over any part of its assets, other than any Permitted Security Interest. (c) (Security Interest) No Group Member will take any action which would cause a Security Interest to: (1) cease to have priority which it purports to have under the relevant Transaction Documents; or (2) be ineffective to secure the payment of the money or compliance with the obligations which it purports to secure.
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Related to DISPOSALS AND SECURITY UNDERTAKINGS

  • Safety and Security Procedures Contractor shall maintain and enforce, at the Contractor Work Locations, industry-standard safety and physical security policies and procedures. While at each Court Work Location, Contractor shall comply with the safety and security policies and procedures in effect at such Court Work Location.

  • Safety and Security Contractor is responsible for maintaining safety in the performance of this Agreement. Contractor shall be responsible to ascertain from the District the rules and regulations pertaining to safety, security, and driving on school grounds, particularly when children are present.

  • Indenture and Securities Solely Corporate Obligations No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

  • Collateral and Security Section 10.01.

  • Guarantee and Security Agreement The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.

  • PERSONAL INFORMATION PRIVACY AND SECURITY CONTRACT 11 Any reference to statutory, regulatory, or contractual language herein shall be to such language as in 12 effect or as amended. 13 A. DEFINITIONS

  • Notification of Creditor Parties and Security Parties The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

  • Data Protection and Security A. In this Agreement the following terms shall have the meanings respectively ascribed to them:

  • Password and Security If you are issued or create any password or other credentials to access the Service or the portion of the Site through which the Service is offered, you agree not to give or make available your password or credentials to any unauthorized individuals, and you agree to be responsible for all actions taken by anyone to whom you have provided such credentials. If you believe that your credentials have been lost or stolen or that someone may attempt to use them to access the Site or Service without your consent, you must inform us at once at the telephone number provided in Section 6 of the General Terms above. See also Section 16 of the General Terms above regarding how the timeliness of your notice impacts your liability for unauthorized transfers.

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