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 before completion of that disposal.
Appears in 1 contract
DISPOSALS AND SECURITY UNDERTAKINGS. (a) DISPOSALS No Obligor will, and each Obligor will procure that none of its Subsidiaries no Group Company 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 out, de-merge or otherwise dispose (each a "DISPOSAL") of any of its assets or agree to do soso without the prior written consent of the Majority Lenders, such consent not be unreasonably withheld or delayed, other than:
(i) any disposal of assets on arm's length terms in the ordinary course of businesstrading;
(ii) any inventory disposal by any Group Company in the ordinary course disposals of tradingredundant or obsolete assets;
(iii) any disposal disposals of obsolete assets in exchange for other assets which are comparable or redundant plant better as to type and equipment, or of property not required for the operation of its businessquality;
(iv) disposals from any disposal of assets Obligor to any other Obligor or from any Group Company which is not 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 Documentsany other Group Company;
(v) any disposal disposals of Cash Equivalents on arm's length termscash not prohibited by this agreement;
(vi) any disposal of assets by a Group Company (other than an Obligor) to another Group Company (other than Xxxxx)the Australian Disposal;
(vii) disposals (other than to Xxxxx) of assets on arm's length terms not otherwise permitted under this clause 19.3any disposal which occurs in connection with the US Mergers or as contemplated by the KPMG Structure Paper;
(viii) the exchange disposals 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 Uneconomic Assets; and
(ix) any other disposal made with the prior consent disposals of the Majority Lenders, provided always that no disposal may be made assets up to an aggregate value of any shares in:
(Apound)50,000 (or its Sterling Equivalent) 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)each calendar year.
(b) DISPOSALS FOR FULL CONSIDERATION Each Obligor will, and each Obligor will, procure that its Subsidiaries will, The Parent will ensure that any disposal permitted by clause 19.3(a20.3(a) (other than clause 20.3(a)(iv) or (v)) is:
(i) for at least the higher of book value and market value payable in cash (except in the case of a disposal permitted by clause 20.3(a)(iii)) 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 before completion of that disposal.
(c) NEGATIVE PLEDGE No Obligor will, and each Obligor will procure that no Group Company will, create or agree to create or permit to subsist any Security Interest over any part of its assets other than:
(i) any Security Interest granted by the Senior Finance Documents;
(ii) liens securing obligations no more than 30 days overdue, arising by operation of law and in the ordinary course of trading;
(iii) Security Interests arising out of title retention provisions in a supplier's standard conditions of supply of goods where the goods in question are supplied on credit and are acquired by relevant Group Company in the ordinary course of trading;
(iv) set-off rights arising or created in favour of banks in respect of accounts or deposits maintained in the ordinary course of the Group's business;
(v) Security Interests set out in the Existing Loans and Security Memorandum; and
(vi) Security Interests granted in relation to the Standstill Loans until the earlier of the first Drawing under the Term A Facility and 10 Business Days after the Unconditional Date and provided that the relevant Group Companies are at all times in compliance with the Standstill Agreements.
Appears in 1 contract
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:Disposals
(i) any disposal of assets on arm's length terms in the ordinary course of businesstrading;
(ii) any inventory disposal by any Group Company in the ordinary course of tradingobsolete plant and equipment on commercially reasonable terms;
(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 by an Obligor which is party to another Group Company provided that if the asset or assets in question are subject to the Agreed Security Principles or are disposed of for consideration of at least €10,000,000 then the relevant asset is, in the hands of the transferee, secured by a legally valid, binding and enforceable Security Document which creates a valid and effective Security Interest over the asset securing or assets of the same type and level as the asset or assets were subject to prior to the disposal and secures all or substantially all amounts outstanding under the Senior Finance DocumentsDocuments (or, where it is not lawfully possible to secure all or substantially all amounts so outstanding, such Security Interest secures at least such amount as was secured prior to the transfer);
(viv) any disposal of Cash Equivalents (as defined in 20.12 (Financial Definitions)) on arm's length commercially reasonable terms;
(viv) any disposal of assets by a Group Company (other than which is not an Obligor) to an Obligor, provided that the disposal is not otherwise restricted by this agreement, the Intercreditor Deed or any other Senior Finance Document, on commercially reasonable terms and any disposal of assets or shares by a Group Company to another Group Company pursuant to (other than Xxxxx)and in accordance with) intra group transfers recorded in the Debt Push Downs;
(vi) disposals of cash for purposes not otherwise prohibited by this agreement;
(vii) disposals from one Group Company which is not an Obligor to another Group Company which is not an Obligor;
(other than viii) disposal of the shares of Rocky Mountain SA, Andhers N.V. and Xxxxxxxxx pursuant to Xxxxxthe Acquisition Documents;
(ix) the grant of assets licences to Intellectual Property Rights by Group Companies to third parties on arm's length terms not otherwise permitted under this clause 19.3in the ordinary course of business;
(viiix) the exchange of assets (the "TRANSFERRED ASSETS") plant and equipment for other assets plant and equipment of a comparable similar or superior nature and value value;
(xi) the "RECEIVED ASSETS"), provided that, if transfer of shares in Debtco to the Transferred Assets were subject to Fiduciaire for a Security Interest in favour nominal amount;
(xii) the redemption of Debtco PECS by the transfer of the Finance Parties, Mezzanine Funding Bonds from Debtco to New Sub 1 and then a Security Interest in favour to Bidco 1 on the issue 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 AssetsHigh Yield Notes; andor
(ixxiii) any other disposal disposals not included in paragraphs (i) to (xii) inclusive which are made with the prior consent of the Majority Lenders, provided always that no disposal may be made of any shares inon commercially reasonable terms and which:
(A) any Distribution Company which would result in the Parent owning three year period commencing on the Completion Date, do not exceed an aggregate amount of €150,000,000 (directly or indirectly) less than 95 per cent. of the equity share capital its equivalent in that Distribution Companyother currencies); orand
(B) in any Material Company subsequent non-overlapping three year period, do not exceed an aggregate amount of €150,000,000 (or its equivalent in other than a Distribution Companycurrencies).
(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 before completion of that disposal.
Appears in 1 contract
Samples: Credit Agreement (Fimep Sa)
DISPOSALS AND SECURITY UNDERTAKINGS. (a) DISPOSALS 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 "DISPOSALdisposal") 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 businesstrading (excluding the granting of a licence of any Intellectual Property);
(ii) disposals of redundant or obsolete assets;
(iii) disposals of assets in exchange for other assets which are comparable or better as to type and quality;
(iv) disposals from any inventory disposal by Obligor to any other Obligor or from any Group Company which is not an Obligor to any other Group Company;
(v) disposals of cash not prohibited by this agreement; and
(vi) the granting of a licence of Intellectual Property on arm's length terms 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, Disposals for full consideration The Parent will ensure that any disposal permitted by clause 19.3(a18.3(a) (other than clause 18.3(a)(iv) or (v)) is:
(i) for at least the higher of book value and market value payable in cash (except in the case of a disposal permitted by clause 18.3(a)(iii)) 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 before completion of that disposal.
(c) Negative pledge No Obligor will, and each Obligor will procure that none of its Subsidiaries will, create or agree to create or permit to subsist any Security Interest over any part of its assets, other than:
(i) any Security Interest granted by the Senior Finance Documents;
(ii) liens securing obligations no more than 30 days overdue, arising by operation of law and in the ordinary course of trading;
(iii) Security Interests arising out of title retention provisions in a supplier's standard conditions of supply of goods where the goods in question are supplied on credit and are acquired by relevant Group Company in the ordinary course of trading;
(iv) set-off rights arising or created in favour of banks in respect of accounts or deposits maintained in the ordinary course of the Group's business;
(v) rights over cash deposits granted in favour of (i) a landlord for the purposes of securing performance of rent and service charge obligations under licences, subleases or leases of real property permitted under this agreement or (ii) a bank to secure the obligations to reimburse or repay such bank where it pays sums under guarantees or similar instruments issued in respect of any such licences, subleases or leases of real property;
(vi) Security Interests granted by the Target Group prior to the Unconditional Date in relation to the Foothill Facilities or otherwise until 21 days after the Unconditional Date and provided that the relevant Group companies are at all times in compliance with the Foothill Facility Agreement; and
(vii) Security Interests arising over assets financed or acquired by any finance lease provided that the aggregate capitalised amount of such leases (determined in accordance with the Applicable Accounting Principles and excluding any accruing interest element under such leases) with respect to equipment so leased shall not any time exceed in aggregate $3,000,000 (or its equivalent at any time), provided further that notwithstanding clause 18.3(c)(ii)-(v) inclusive and (vi), at any time that any member of the Target Group incorporated in the Republic of Ireland and named in schedule 9 has failed to execute a Guarantee Increase Deed or any Security Document set out in schedule 9 to be executed by such member of the Target Group or has failed to enter into the Financial Assistance Documents or otherwise comply with the provisions of section 60 of the Irish Companies Act, 1963 in all respects in relation to such Security Documents, no Obligor incorporated in the Republic of Ireland will create or agree to create or permit to subsist any Security Interest over any Intellectual Property Rights owned by it or (any part thereof) or any shares owned by it.
(d) Sale and leaseback transactions No Obligor will, and each Obligor will procure that none of its Subsidiaries will, sell or otherwise dispose of any asset on terms whereby such asset is or may be leased or re-acquired by it or any other Group Company, where the higher of the book value or market value of the assets thereby disposed of (whether by a single transaction or by a series of transactions) does not exceed in aggregate $500,000 (or its equivalent at any time).
Appears in 1 contract
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 XxxxxFinco);
(vii) disposals (other than to XxxxxFinco) of assets on armxxx's length terms not otherwise permitted pxxxxxted 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 before completion of that disposal.
Appears in 1 contract
DISPOSALS AND SECURITY UNDERTAKINGS. (a) DISPOSALS 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 "DISPOSALdisposal") 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 businesstrading (excluding the granting of a licence of any Intellectual Property);
(ii) disposals of redundant or obsolete assets;
(iii) disposals of assets in exchange for other assets which are comparable or better as to type and quality;
(iv) disposals from any inventory disposal by Obligor to any other Obligor or from any Group Company which is not an Obligor to any other Group Company;
(v) disposals of cash not prohibited by this agreement; and
(vi) the granting of a licence of Intellectual Property on arm's length terms 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, Disposals for full consideration The Parent will ensure that any disposal permitted by clause 19.3(a20.3(a) (other than clause 20.3(a)(iv) or (v)) is:
(i) for at least the higher of book value and market value payable in cash (except in the case of a disposal permitted by clause 20.3(a)(iii)) 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 before completion of that disposal.
(c) Negative pledge No Obligor will, and each Obligor will procure that none of its Subsidiaries will, create or agree to create or permit to subsist any Security Interest over any part of its assets, other than:
(i) any Security Interest granted by the Senior Finance Documents;
(ii) liens securing obligations no more than 30 days overdue, arising by operation of law and in the ordinary course of trading;
(iii) Security Interests arising out of title retention provisions in a supplier's standard conditions of supply of goods where the goods in question are supplied on credit and are acquired by relevant Group Company in the ordinary course of trading;
(iv) set-off rights arising or created in favour of banks in respect of accounts or deposits maintained in the ordinary course of the Group's business;
(v) rights over cash deposits granted in favour of (i) a landlord for the purposes of securing performance of rent and service charge obligations under licences, subleases or leases of real property permitted under this agreement or (ii) a bank to secure the obligations to reimburse or repay such bank where it pays sums under guarantees or similar instruments issued in respect of any such licenses, subleases or leases of real property;
(vi) Security Interests granted by the Target Group prior to the Unconditional Date in relation to the Foothill Facilities or otherwise until 21 days after the Unconditional Date and provided that the relevant Group companies are at all times in compliance with the Foothill Facility Agreement; and
(vii) Security Interests arising over assets financed or acquired by any finance lease provided that the aggregate capitalised amount of such leases (determined in accordance with the Applicable Accounting Principles and excluding any accruing interest element under such leases) with respect to equipment so leased shall not any time exceed in aggregate $3,000,000 (or its equivalent at any time), provided further that notwithstanding clause 20.3(c)(ii)-(v) inclusive and (vi), at any time that any member of the Target Group incorporated in the Republic of Ireland and named in schedule 9 has failed to execute a Guarantee Increase Deed or any Security Document set out in schedule 9 to be executed by such member of the Target Group or has failed to enter into the Financial Assistance Documents or otherwise comply with the provisions of section 60 of the Irish Companies Act, 1963 in all respects in relation to such Security Documents, no Obligor incorporated in the Republic of Ireland will create or agree to create or permit to subsist any Security Interest over any Intellectual Property Rights owned by it or (any part thereof) or any shares owned by it.
(d) Sale and leaseback transactions No Obligor will, and each Obligor will procure that none of its Subsidiaries will, sell or otherwise dispose of any asset on terms whereby such asset is or may be leased or re-acquired by it or any other Group Company, where the higher of the book value or market value of the assets thereby disposed of (whether by a single transaction or by a series of transactions) does not exceed in aggregate $500,000 (or its equivalent at any time).
Appears in 1 contract
