Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets. (b) Paragraph (a) does not apply to any disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or (iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business; (iv) approved by the Majority Lenders; (v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that: (A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and (B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either: I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Eros International PLC), Credit Facility Agreement (Eros International PLC)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any substantial part of its assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading the day-to-day operations of the disposing entity;entity (including payments of cash); or
(ii) of assets (other than shares or interests in a business) in exchange for or to be replaced by other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence where the higher of Intellectual Property on normal commercial terms the market value and consideration receivable (when aggregated with the higher of the market value and consideration receivable for any other disposal not allowed under the preceding sub-paragraphs) does not exceed 10% of consolidated total assets of the Company as shown in the ordinary course audited consolidated financial statements of the Group’s business;Company most recently delivered to the Facility Agent pursuant to Subclause 20.1 (Financial statements), or its equivalent in any financial year of the Company.
(iv) approved by disposals from one member of the Majority Lenders;Group to another member of the Group but prior to the occurrence of the Trigger Event only if the percentage ownership of the Company in the receiving Subsidiary (whether such ownership is direct or indirect through other Subsidiaries) is not significantly less than the Company’s percentage ownership (whether direct or indirect as aforesaid) in the disposing Subsidiary; or
(v) of any shares heldloans, directly guarantees or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing indemnities by the Majority Lenders (such consent not to be unreasonably withheld Company or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termsto, or in respect of the indemnities of, the trustees of any pension scheme or any employee or other share scheme of the Company or any member of the Group;
(vi) disposals of a loss-making business made with the consent of the Majority Lenders (acting reasonably);
(vii) the making of a lawful distribution;
(viii) disposals permitted by the terms of Subclause 22.5 (Negative pledge) or Subclause 22.9 (Mergers);
(ix) disposals of Unrestricted Margin Stock, provided that any disposal of Unrestricted Margin Stock shall be made at fair market value; or
II. in and towards (x) disposals made with the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount prior consent of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Majority Lenders.
Appears in 3 contracts
Samples: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC), Credit Facilities (Amec PLC)
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(ii) of assets which are obsolete;
(iii) which is made from any Obligor to another Obligor;
(iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(v) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiivi) constituted by which is a Permitted Affiliate Transaction;
(vii) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivviii) approved by made with the prior written consent of the Majority Lenders;
(vix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in EIML, provided that:another currency or currencies) in any financial year;
(Ax) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or
II. in and towards the prepayment (xi) of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Cash Equivalent Investments on arms' length terms.
Appears in 2 contracts
Samples: Facility Agreement (Kronos Worldwide Inc), Second Amendment Agreement (Kronos International Inc)
Disposals. (a) Except as provided below, The Borrower shall not (and shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iii) constituted by a licence made from one member of Intellectual Property on normal commercial terms and in the ordinary course Group (other than the Borrower) to another member of the Group’s business;
(iv) approved by the Majority Lendersof cash or cash equivalents for cash or cash equivalents;
(v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any shares held, directly or indirectly by Eros Worldwide FZ LLC assets disposed of under this sub-clause (v) (calculated in EIML, provided that:accordance with GAAP); or
(Avi) at no time may involving the aggregate direct transfer of any or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of Borrower’s shares in UMC pursuant to the proceeds of any disposal UMC Litigation to a person that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within is not a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. (provided that this sub-clause (vi) shall not in and towards any way prejudice the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Commitments starting with Assets under sub-clause (v) above, if the Available Commitmentsannual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the extent applicable draft audit report then available for that financial year and possible. In each caseany other evidence reasonably requested by, such prepayments and cancellations are to be applied by reasonably satisfactory to, the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Agent.
Appears in 2 contracts
Samples: Facility Agreement (MTS Inc), Facility Agreement (MTS Inc)
Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assets.
(b) Paragraph (a) does not apply to any sale, transfer or disposal:
(i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity;
(ii) of assets entity (other than shares or interests in a business) in exchange for other assets comparable or superior as sale of receivables to type, value and quality; or
(iii) constituted by the extent they are sold on a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIMLnon-recourse basis), provided that:
(A) at no time may the aggregate direct higher of the market value and consideration receivable for such sale, transfer or indirect shareholding disposal (when aggregated with the higher of Eros Worldwide FZ LLC in EIML fall below 60 per cent.the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and
(B) with respect to any disposal no Default or Event of shares that results in the aggregate direct Default would occur as a result of such sale, transfer or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. disposal;
(less all Taxes and reasonable costs and expenses incurred in connection with any such disposalii) must, within by a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is an Obligor to another member of the Group which is an Obligor;
(iii) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC;
(iv) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC;
(v) of Receivables in connection with the Tranche C Facility;
(vi) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or
II. (vii) related to any amalgamation, demerger, merger or corporate reconstruction in and towards the prepayment of all outstanding Loans compliance with Subclause 23.9 (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total CommitmentsMergers).
Appears in 2 contracts
Samples: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(ii) of assets which are obsolete;
(iii) which is made from any Obligor to another Obligor;
(iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(v) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiivi) constituted by which is a Permitted Affiliate Transaction;
(vii) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivviii) approved by made with the prior written consent of the Majority Lenders;
(vix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in EIML, provided that:another currency or currencies) in any financial year;
(Ax) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or
II. in and towards the prepayment (xi) of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Cash Equivalent Investments on arms' length terms.
Appears in 2 contracts
Samples: Facility Agreement (Kronos International Inc), Facility Agreement (Kronos International Inc)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets.
Subject to paragraph (b) Paragraph below, the Company shall not (a) does not apply to any disposaland shall ensure that no other Group Company will), enter into a Disposal other than a Disposal:
(i) made in the ordinary course of trading the day to day business of the disposing entitya Group Company;
(ii) of any assets by any Obligor to another Obligor;
(iii) of any assets by any Group Company which is not an Obligor to another Group Company;
(iv) of assets by an Obligor to another Group Company which is not an Obligor provided that the aggregate of the fair market value consideration for such assets does not, when aggregated with the fair market value consideration for any other assets disposed of by an Obligor to a Group Company which is not an Obligor falling within this paragraph, exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time;
(v) of cash on terms not otherwise prohibited by this Agreement;
(vi) of assets (other than shares or interests in a businessshares, businesses, real property (excluding forestry plantations) and intellectual property) in exchange on arm’s length terms for other assets comparable or superior as to type, value type and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms quality and in the ordinary course of the Group’s businesssame or superior value;
(ivvii) approved by of an asset which is obsolete for the Majority Lenderspurpose for which such an asset is normally utilised;
(vviii) to which the Majority Lenders have given their prior consent;
(ix) occurring directly as a result of any arrangement permitted by Clause 21.7 (Negative pledge) to the extent such arrangement constitutes a Disposal;
(x) occurring directly as a result of any arrangement permitted by Clause 21.13 (Loans and Guarantees) to the extent that any such arrangement constitutes a Disposal;
(xi) occurring directly as a result of any sale and leaseback transaction where the aggregate principal amount of Financial Indebtedness to which all such sale and leaseback transactions relate does not exceed Euro 100,000,000 (or its equivalent in any currency or currencies) at any time;
(xii) to another Group Company as part of a merger permitted pursuant to Clause 21.10 (Merger);
(xiii) of assets compulsorily acquired by any shares heldgovernmental authority or of assets as a result of valid and adjudicated or settled claims made pursuant to the Restitution of Land Rights Act, Act 22 of 1994 provided just and equitable compensation is received as a result of such Disposal;
(xiv) which constitutes a Permitted Lereko Disposal;
(xv) which constitutes a Permitted Xxxxxx Disposal;
(xvi) which constitutes a Permitted SMF Plantation Disposal;
(xvii) of receivables occurring directly as a result of any invoice discounting, factoring or indirectly securitisation arrangement permitted pursuant to Clause 21.9 (Financial Indebtedness); and
(xviii) (not falling within subparagraphs (i) to (xvii) above inclusive) which, does not result in the gross book value of all the assets the subject of all such Disposals made after the date of this Agreement, exceeding in aggregate 3.5 per cent. of the total gross assets of the Group (as at the date of this Agreement).
(b) Any Disposal by Eros Worldwide FZ LLC a Group Company (the Transferor) to another Group Company (the Transferee) of an asset subject to Transaction Security which is otherwise permitted under paragraph (a) above shall only be permitted where either:
(i) such Disposal is made subject to the existing Transaction Security granted by the Transferor and prior to the Disposal the Agent confirms it is either satisfied that, or receives advice from counsel in EIML, provided form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that:
(A) at no time may such Transaction Security will continue in full force and effect following the aggregate direct or indirect shareholding Disposal and its ranking and validity will not be impaired in any material respect as a consequence of Eros Worldwide FZ LLC in EIML fall below 60 per cent.such Disposal; and
(B) with respect such Transaction Security will continue to any disposal of shares secure an amount no less than that results in secured prior to the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termsDisposal; or
II. in and towards (ii) the prepayment of all outstanding Loans Transferee grants equivalent Security over the relevant asset (including any related interest, charges or Break Costs falling due as a consequence of such prepaymentthe Replacement Security) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, prior to the extent applicable Disposal:
(A) the Agent confirms that the Replacement Security is in form and possible. In substance satisfactory to it (acting reasonably); and
(B) the Agent receives advice from counsel in form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that the Replacement Security:
(1) is valid, binding and enforceable and has an equivalent or better ranking to the Transaction Security granted by the Transferor;
(2) secures an amount no less than that secured by the Transaction Security granted by the Transferor; and
(3) is not subject to (aa) any limitation or imperfection in any material respect which the Transaction Security granted by the Transferor was not subject to, or (bb) any new hardening period, in each case, such prepayments and cancellations are to be applied by in equity or at law. provided that the Facility Agent between additional requirements of this paragraph (b) shall not apply where the Lenders according to each Lender’s Pro Rata Share Disposal is of inventory in the Total Commitments)ordinary course of intra-group dealings for the purpose of facilitating the Transferee’s operational use of such inventory.
Appears in 2 contracts
Samples: Amending Agreement (Sappi LTD), Facility Agreement (Sappi LTD)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in an asset from any member of the ordinary course Group to another member of the Group’s business;
(iv) approved by for market value of surplus, obsolete, redundant or worn-out assets not required for the Majority Lendersefficient operations of the business of the Group;
(v) of any shares held, directly cash or indirectly by Eros Worldwide FZ LLC in EIML, provided that:cash equivalents for purposes not otherwise prohibited under this Agreement and on arm’s length terms;
(Avi) at no time may on arm’s length terms of assets acquired in accordance with the aggregate direct terms of, and after the date of, this Agreement, if such assets are not necessary or indirect shareholding desirable for the principal business areas to which the assets acquired as part of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; andthe relevant acquisition (taken as a whole) relate;
(Bvii) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess assets as a result of the aggregate amount enforcement by a third party of any Security Interest permitted under Subclause 19.6 (Negative pledge);
(viii) consisting of the Separation and any restructuring steps related thereto and consistent with the Form F-1 Registration Statement filed by the Company with the SEC on 13 April 2012 (without any amendments that are or could reasonably be expected to be materially adverse to the interests of the Finance Parties);
(ix) of assets provided that the proceeds of any such disposal that takes are re-invested by the direct or indirect shareholding relevant member of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. Group in the acquisition of other assets comparable or superior as to type, value and quality within 12 months of receipt;
(x) of assets provided that the Company promptly procures that the proceeds of such disposal are applied in prepayment (to the extent there are any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayedLoans outstanding at that time) and purchased by any member cancellation of the Group on bona fide arm’s length commercial termsFacility and the Total Commitments are reduced by an amount equal to the proceeds of the disposal; or
II(xi) where the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration for any other disposal not allowed under the preceding sub-paragraphs) does not in any Financial Year of the Company exceed an amount equal to 15 per cent. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Consolidated Assets.
Appears in 2 contracts
Samples: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or (each a "disposal") any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposal:
(i) of stock made in the ordinary course of trading of the disposing entity;
(ii) of cash:
(A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or
(B) for any other than shares purpose not prohibited under this Agreement;
(iii) constituting the creation of any Security permitted under paragraph (d) of Clause 23.4 (Negative pledge);
(iv) of an obsolete or interests in a redundant asset which is no longer required for the purposes of the business;
(v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location;
(vi) by a member of the Group to another member of the Group which is a wholly owned Subsidiary of the Parent;
(vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent;
(viii) where the market value (when aggregated with the market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of Total Assets in any financial year of the Company; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(ivix) approved by the Majority Lenders;; or
(vx) in respect of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess a Subsidiary which becomes a member of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from Group after the date of any such disposalthis Agreement, be applied either:
I. in of assets owned by that Subsidiary at the time of its acquisition during the 12 month period following the acquisition of that Subsidiary, provided that each disposal is (except in any cash generating asset approved case referred to in writing by paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect.
(c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased disposal by any member of the Group on bona fide arm’s length commercial terms; orof any shares in a Guarantor.
II. in and towards (d) For the prepayment purposes of all outstanding Loans (including any related interestClause 23.5(b)(vi), charges or Break Costs falling due as Asturiana de Zinc, S.A. will be considered a consequence of such prepayment) and the immediate cancellation of a corresponding amount wholly owned Subsidiary of the Total Commitments starting with Parent provided the Available CommitmentsParent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).S.A.
Appears in 2 contracts
Samples: Debt Bridge Facility Agreement (Xstrata PLC), Debt Bridge Facility Agreement (Xstrata PLC)
Disposals. (a) Except as provided below, The Company shall not (and the Company shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposal:sale, lease, transfer or other disposal of an asset (other than any Security Asset):
(i) made in the ordinary course of trading of the disposing entityas a securities clearing system;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as interests of substantially equivalent value (other than an exchange of a non-cash asset for cash);
(iii) of assets by a member of the Group to typeanother member of the Group (other than the Clearing System itself);
(iv) which is the provision by the Company of any deposit, value collateral and/or margin (or similar) to any central securities depository, central counterparty or system for the clearance and qualitysettlement of transactions in securities with which it established inter-operability or other linked arrangements; or
(iiiv) constituted by a licence where the higher of Intellectual Property on normal commercial terms and the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (iv) above) does not exceed €10,000,000 (or its equivalent in another currency or currencies) in any financial year of the Company.
(c) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal in the ordinary course of the Group’s business;
(iv) approved by the Majority Lenders;
(v) trading of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIMLCollateral for cash, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any such disposal that takes are paid into the direct relevant Collateral Cash Account(s) in accordance with paragraph 10 (Collateral Accounts) of Part I of Schedule 6 (Borrowing Base).
(d) For the purposes of paragraph (b)(i) above, the delivery of securities by the Company and disposals and transfers carried out pursuant to the Rules or indirect shareholding of Eros Worldwide FZ LLC in EIML a Link Agreement (including where a Clearing Participant or a Co-operating Clearing House defaults on its obligations or the Company ceases to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposalact for a Clearing Participant) must, within shall constitute a period not exceeding 12 months from the date of any such disposal, be applied either:
I. disposal in the acquisition ordinary course of any cash generating asset approved in writing by the Majority Lenders trading and is permitted under paragraph (such consent not to be unreasonably withheld or delayedb)(i) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)above.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any substantial part of its assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading the day-to-day operations of the disposing entity;entity (including payments of cash); or
(ii) of assets (other than shares or interests in a business) in exchange for or to be replaced by other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence where the higher of Intellectual Property on normal commercial terms the market value and consideration receivable (when aggregated with the higher of the market value and consideration receivable for any other disposal not allowed under the preceding sub-paragraphs) does not exceed 10% of consolidated total assets of the Company as shown in the ordinary course audited consolidated financial statements of the Group’s business;Company most recently delivered to the Facility Agent pursuant to Subclause 18.1 (Financial statements), or its equivalent in any financial year of the Company.
(iv) approved by disposals from one member of the Majority Lenders;Group to another member of the Group but prior to the occurrence of the Trigger Event only if the percentage ownership of the Company in the receiving Subsidiary (whether such ownership is direct or indirect through other Subsidiaries) is not significantly less than the Company’s percentage ownership (whether direct or indirect as aforesaid) in the disposing Subsidiary; or
(v) of any shares heldloans, directly guarantees or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing indemnities by the Majority Lenders (such consent not to be unreasonably withheld Company or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termsto, or in respect of the indemnities of, the trustees of any pension scheme or any employee or other share scheme of the Company or any member of the Group;
(vi) disposals of a loss-making business made with the consent of the Majority Lenders (acting reasonably);
(vii) the making of a lawful distribution;
(viii) disposals permitted by the terms of Subclause 20.5 (Negative pledge) or Subclause 20.9 (Mergers);
(ix) disposals of Unrestricted Margin Stock, provided that any disposal of Unrestricted Margin Stock shall be made at fair market value; or
II. in and towards (x) disposals made with the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount prior consent of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Majority Lenders.
Appears in 2 contracts
Samples: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or (each a "disposal") any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposal:
(i) of stock made in the ordinary course of trading of the disposing entity;
(ii) of cash: LD943539/9
(A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or
(B) for any other than shares purpose not prohibited under this Agreement;
(iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge);
(iv) of an obsolete or interests in a redundant asset which is no longer required for the purposes of the business;
(v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location;
(vi) by a member of the Group to another member of the Group which is a wholly owned Subsidiary of the Parent;
(vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent;
(viii) where the market value (when aggregated with the market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of Total Assets in any financial year of the Company; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(ivix) approved by the Majority Lenders;; or
(vx) in respect of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess a Subsidiary which becomes a member of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from Group after the date of any such disposalthis Agreement, be applied either:
I. in of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any cash generating asset approved case referred to in writing by paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect.
(c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased disposal by any member of the Group on bona fide arm’s length commercial terms; orof any shares in a Guarantor.
II. in and towards (d) For the prepayment purposes of all outstanding Loans (including any related interestClause 22.5(b)(vi), charges or Break Costs falling due as Asturiana de Zinc, S.A. will be considered a consequence of such prepayment) and the immediate cancellation of a corresponding amount wholly owned Subsidiary of the Total Commitments starting with Parent provided the Available CommitmentsParent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).S.A.
Appears in 2 contracts
Samples: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or (each a "disposal") any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposal:
(i) of stock made in the ordinary course of trading of the disposing entity;
(ii) of cash: LD857960/50
(A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or
(B) for any other than shares purpose not prohibited under this Agreement;
(iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge);
(iv) of an obsolete or interests in a redundant asset which is no longer required for the purposes of the business;
(v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location;
(vi) by a member of the Group to another member of the Group which is a wholly owned Subsidiary of the Parent;
(vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent;
(viii) where the market value (when aggregated with the market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of Total Assets in any financial year of the Company; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(ivix) approved by the Majority Lenders;; or
(vx) in respect of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess a Subsidiary which becomes a member of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from Group after the date of any such disposalthis Agreement, be applied either:
I. in of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any cash generating asset approved case referred to in writing by paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect.
(c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased disposal by any member of the Group on bona fide arm’s length commercial terms; orof any shares in a Guarantor.
II. in and towards (d) For the prepayment purposes of all outstanding Loans (including any related interestClause 22.5(b)(vi), charges or Break Costs falling due as Asturiana de Zinc, S.A. will be considered a consequence of such prepayment) and the immediate cancellation of a corresponding amount wholly owned Subsidiary of the Total Commitments starting with Parent provided the Available CommitmentsParent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).S.A.
Appears in 2 contracts
Samples: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets.
Subject to paragraph (b) Paragraph below, the Company shall not (a) does not apply to any disposaland shall ensure that no other Group Company will), enter into a Disposal other than a Disposal:
(i) made in the ordinary course of trading the day to day business of the disposing entitya Group Company;
(ii) of any assets by any Obligor to another Obligor;
(iii) of any assets by any Group Company which is not an Obligor to another Group Company;
(iv) of assets by an Obligor to another Group Company which is not an Obligor provided that the aggregate of the fair market value consideration for such assets does not, when aggregated with the fair market value consideration for any other assets disposed of by an Obligor to a Group Company which is not an Obligor falling within this paragraph, exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time;
(v) of cash on terms not otherwise prohibited by this Agreement;
(vi) of assets (other than shares or interests in a businessshares, businesses, real property (excluding forestry plantations) and intellectual property) in exchange on arm’s length terms for other assets comparable or superior as to type, value type and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms quality and in the ordinary course of the Group’s businesssame or superior value;
(ivvii) approved by of an asset which is obsolete for the Majority Lenderspurpose for which such an asset is normally utilised;
(vviii) to which the Majority Lenders have given their prior consent;
(ix) occurring directly as a result of any arrangement permitted by Clause 22.7 (Negative pledge) to the extent such arrangement constitutes a Disposal;
(x) occurring directly as a result of any arrangement permitted by Clause 22.13 (Loans and Guarantees) to the extent that any such arrangement constitutes a Disposal;
(xi) occurring directly as a result of any sale and leaseback transaction where the aggregate principal amount of Financial Indebtedness to which all such sale and leaseback transactions relate does not exceed Euro 100,000,000 (or its equivalent in any currency or currencies) at any time;
(xii) to another Group Company as part of a merger permitted pursuant to Clause 22.10 (Merger);
(xiii) of assets compulsorily acquired by any shares heldgovernmental authority or of assets as a result of valid and adjudicated or settled claims made pursuant to the Restitution of Land Rights Act, Act 22 of 1994 provided just and equitable compensation is received as a result of such Disposal;
(xiv) which constitutes a Permitted Lereko Disposal;
(xv) which constitutes a Permitted Xxxxxx Disposal;
(xvi) which constitutes a Permitted SMF Plantation Disposal;
(xvii) of receivables occurring directly as a result of any invoice discounting, factoring or indirectly securitisation arrangement permitted pursuant to Clause 22.9 (Financial Indebtedness); and
(xviii) (not falling within subparagraphs (i) to (xvii) above inclusive) which, does not result in the gross book value of all the assets the subject of all such Disposals made after the date of this Agreement, exceeding in aggregate 3.5 per cent. of the total gross assets of the Group (as at the date of this Agreement).
(b) Any Disposal by Eros Worldwide FZ LLC a Group Company (the “Transferor”) to another Group Company (the “Transferee”) of an asset subject to Transaction Security which is otherwise permitted under paragraph (a) above shall only be permitted where either:
(i) such Disposal is made subject to the existing Transaction Security granted by the Transferor and prior to the Disposal the Agent confirms it is either satisfied that, or receives advice from counsel in EIML, provided form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that:
(A) at no time may such Transaction Security will continue in full force and effect following the aggregate direct or indirect shareholding Disposal and its ranking and validity will not be impaired in any material respect as a consequence of Eros Worldwide FZ LLC in EIML fall below 60 per cent.such Disposal; and
(B) with respect such Transaction Security will continue to any disposal of shares secure an amount no less than that results in secured prior to the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termsDisposal; or
II. in and towards (ii) the prepayment of all outstanding Loans Transferee grants equivalent Security over the relevant asset (including any related interest, charges or Break Costs falling due as a consequence of such prepaymentthe “Replacement Security”) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, prior to the extent applicable Disposal:
(A) the Agent confirms that the Replacement Security is in form and possible. In each case, such prepayments substance satisfactory to it (acting reasonably); and
(B) the Agent receives advice from counsel in form and cancellations are substance reasonably satisfactory to be applied by it (subject to customary exceptions and qualifications) confirming that the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).Replacement Security:
Appears in 2 contracts
Samples: Credit Agreement (Sappi LTD), Credit Agreement (Sappi LTD)
Disposals. (a) Except as provided belowNo Obligor shall, and the Parent shall procure that no other member of the Group maywill, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any part of its assets.assets other than:
(b) Paragraph (a) does not apply to any disposal:
(i) a disposal made in the ordinary course of trading business of the disposing entity;; or
(iib) disposals of assets (other than shares or interests in a business) businesses in exchange for other assets or businesses to the extent two directors of the Parent have certified to the Agent that, in their view, the assets or businesses acquired are comparable or superior as to typevalue or earnings generation provided that where any such exchange includes a cash adjustment payable to the Group, value the exchange element shall be permitted under this paragraph (b) but the cash adjustment shall be treated as the Net Available Proceeds of a Cash Disposal (and qualityany non-cash adjustment shall be treated as an Asset Disposal within paragraph (b) of the definition of Net Available Proceeds); or
(iiic) constituted by a licence of Intellectual Property on normal commercial terms and in Asset Disposals to the ordinary course extent the appropriate proportion of the Group’s business;Net Available Proceeds is applied in reduction of the Facilities in accordance with Clause 7.5 (Mandatory reduction from Asset Disposals and Capital Market Issues); or
(d) Asset Disposals to the extent that, pursuant to paragraphs (c), (d), (e) or (f) of Clause 7.5 (Mandatory reduction from Asset Disposals and Capital Market Issues), the Net Available Proceeds thereof are not required to be applied in reduction of the facilities; or
(e) a disposal of assets to any other member of the Group except that no member of the PowerGen US Group may make any disposal to a member of the PowerGen UK Group other than disposals by members of the Libra Group of shares in companies specified in Schedule 8 (Libra Foreign Utility Companies); or
(f) a disposal of assets on arm's length terms pursuant to a securitisation (provided that any Borrowings of any entity incurred to finance that securitisation are included in Borrowings of the member of the Group making the relevant disposal, as contemplated by sub-paragraph (iv) approved of the definition of "Borrowings"); or
(i) any non-cash disposal on arm's length terms by a member of the PowerGen UK Group where the assets disposed of are transferred to a joint venture in which the Parent has an ownership interest (direct or indirect) of not less than 50 per cent.; or
(ii) any issue of shares for cash by a member of the PowerGen UK Group where the Parent retains at least 50 per cent. ownership (direct or indirect) in the issuer and the proceeds of such issue are invested in the business of the issuer, provided that to the extent the aggregate book value (expressed in Sterling at the rate of exchange used in the accounts in (l) below) of all assets disposed of under (i) above and, without double counting, the assets of any member of the PowerGen UK Group which has issued shares under (ii) exceeds 20 per cent. of the aggregate of (1) the total assets of the Group (as determined from the audited consolidated accounts of the Group for the year ended 2nd January, 2000) and (2) the total assets of the Libra Group (as determined from the audited consolidated accounts of the Libra Group for the year ended 31st December, 1999), then an amount equal to the excess shall be deemed to be an Asset Disposal and must be applied in reduction of the Facilities in accordance with Clause 7.5 (Mandatory reduction from Asset Disposals and Capital Markets Issues) ; or
(h) any disposal on arm's length terms made by a member of a U.S. Regulated Group to the extent that an amount equal to the net proceeds of such disposal are invested in new assets of a member of a U.S. Regulated Group within six months of the relevant disposal; or
(i) a disposal to which the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC Banks have agreed in EIMLwriting, provided thatthat no disposal may be made under this Clause 16.8 if, after such disposal:
(A) at no time may both U.S Regulated Entities would not be members of the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.PowerGen US Group; andor
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of substantially all proceeds from any such disposal in excess of the aggregate amount assets of both U.S Regulated Groups would have been disposed of outside the proceeds of any disposal that takes PowerGen US Group, unless, on or before the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the completion date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with have been cancelled and all outstandings under the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share Facilities have been repaid in the Total Commitments)full.
Appears in 1 contract
Disposals. No Borrower shall, and the Company shall procure that none of the Principal Subsidiaries shall:
(a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or any a substantial part of its respective assets.
(b) Paragraph (a) does , except that the following disposals shall not apply to any disposal:be taken into account:-
(i) disposals (including the discounting of bills or notes) made in the ordinary course of trading business of the disposing entity;
(ii) disposals from a member of assets the Group to another member of the Group unless the disposal is to enable the member of the Group (other than shares not being a Borrower or interests a Principal Subsidiary) to make a disposal which would not be permitted to be made by a Borrower or Principal Subsidiary under this Clause;
(iii) disposals of cash raised or borrowed for the purposes for which it was raised or borrowed;
(iv) disposals of investments listed or dealt in a businesson any securities exchange or over-the-counter market (not being investments in any member of the Group);
(v) disposals of property in exchange for (or sale of assets for cash and the application within 12 months of such amounts in the acquisition of) other assets property comparable or superior as to type, value and quality;
(vi) disposals on arm's length terms (including as to consideration);
(vii) disposals of obsolete assets for cash;
(viii) disposals, in addition to those permitted under sub-paragraphs (i) to (vii) (both inclusive) above, during any financial year of the Group where the aggregate book value of the property or assets disposed of in that financial year does not exceed five per cent. (5%) of Gross Shareholders' Funds (as determined by reference to the then most recent audited annual or unaudited interim consolidated accounts of the Group); or
(iiib) constituted sell or otherwise dispose of any of its assets on terms whereby such asset is or may be leased to or re-acquired or acquired by a licence it or any of Intellectual Property its Subsidiaries, except that the following disposals shall not be taken into account:-
(i) any sale and lease backs of real property on normal arm's length commercial terms and any arrangement in existence at the ordinary course date hereof; or
(ii) any sale and lease-back or disposals of any property or assets which are entered into to finance all or part of the price of its acquisition, development, modification or improvement so long as the aggregate book value of the property and assets so disposed during any financial year of the Group (not including those falling within sub-paragraph (i) above) does not exceed five per cent. (5%) of Gross Shareholders' Funds (as determined by reference to the then most recent audited annual or unaudited interim consolidated accounts of the Group’s business;
(iv) approved by ). Notwithstanding the Majority Lenders;
(v) above, any Borrower or any Principal Subsidiary may dispose of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:a substantial part of its assets if:-
(A) at no time may the aggregate direct or indirect shareholding Company delivers to the Agent, prior to the disposal being effected, a certificate, signed on behalf of Eros Worldwide FZ LLC the Company by a director of the Company, certifying that, immediately after the disposal, the Company would be in EIML fall below 60 per cent.compliance with Clause 19.14 (Financial condition), together with calculations in reasonable detail evidencing the compliance; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding reasonable opinion of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.the Majority Banks, the aggregate amount of all proceeds from any such disposal in excess would not have a material adverse effect on the ability of the aggregate amount of Company to perform its payment obligations under the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Finance Documents.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility (Ti Group PLC)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets.
Subject to paragraph (b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.this Clause 23.7, the aggregate amount Company shall not (and the Company shall ensure that none of all proceeds from any such disposal in excess its Subsidiaries and (if the Acquisition of BidCo Date has not occurred but BidCo becomes a Guarantor, during the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date that BidCo becomes a Guarantor until BidCo first becomes a Subsidiary of any the Company (if such disposaloccurs)) none of BidCo and its Subsidiaries shall), be applied either:
I. in without the acquisition prior written consent of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed), enter into a single transaction or a series of transactions (whether related or not) and purchased whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all its assets or a substantial part of its assets representing more than 5 per cent. in aggregate of the total consolidated assets of the Group, calculated by reference to (x) the latest consolidated financial statements of the Company, delivered pursuant to paragraph (a)(i) of Clause 21.1 (Financial statements) or (ii) during the period in which a Compliance Certificate is delivered pursuant to Clause 21.2(c), the figures provided in such Compliance Certificate, unless (i) full value for such assets is received by the Company or its Subsidiaries; and (ii) an amount equal to the net proceeds of any such sale, lease, transfer or other disposal is reinvested within twelve months of receipt by the Company or its Subsidiaries in the business of the Group;
(b) Paragraph (a) of this Clause 23.7 does not apply to any sale, lease, transfer or other disposal of assets:
(i) made on arm's length terms and for fair market value in the ordinary course of business of the disposing entity;
(ii) in respect of any Permitted Securitisation;
(iii) from any member of the Group to another member of the Group on bona fide arm’s 's length commercial termsterms and for fair market or book value, provided that the exception contained in this paragraph (iii) shall not apply to any sale, lease, transfer or other disposal of an asset:
(1) from any Obligor to another member of the Group which is neither an Obligor nor a subsidiary of an Obligor unless the person to whom such sale, lease, transfer or other disposal is made (the "Transferee") or its direct or indirect parent company (as the case may be) becomes a Guarantor; or
II. (2) from any Material Subsidiary to another member of the Group which is not a Material Subsidiary unless the person making such sale, lease, transfer or other disposal does not cease to be a Material Subsidiary or, if it ceases to be a Material Subsidiary, any Transferee shall be deemed to be a Material Subsidiary;
(iv) in respect of which the net proceeds are used to repay any amounts outstanding hereunder in an amount equal to such net proceeds and towards if the Available Commitments in an amount equal thereto are cancelled;
(v) in respect of which the proceeds are applied pursuant to any prepayment requirement in any debt agreements of all outstanding Loans the Company or any Subsidiary in relation to the use of proceeds received from the disposal of any assets;
(including vi) in respect of fixed assets or contractual rights which are exchanged for other fixed assets or contractual rights reasonably comparable as to type or quality;
(vii) in respect of cash or cash equivalent investments;
(viii) which occurs due to the solvent liquidation or reorganisation of any related interest, charges member of the Group so long as any payment or Break Costs falling due assets distributed as a consequence result of such prepayment) and the immediate cancellation of a corresponding amount liquidation or reorganisation are distributed to other members of the Total Commitments starting with the Available Commitments, Group; or
(ix) pursuant to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)any joint venture agreements.
Appears in 1 contract
Disposals. (a) Except as provided belowThe Company will not, and will procure that no other member of the Group maywill, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any part of its assetsassets (each, a “Disposal”).
(b) Paragraph (a) does not apply to any disposalto:
(i) Disposals made in the ordinary course of trading business of the disposing entity;
(ii) Disposals of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iii) constituted Disposals (A) to the Company, (B) by the Company to a licence of Intellectual Property on normal commercial terms and Wholly-Owned Subsidiary or (C) by one Subsidiary to another Subsidiary; provided that in the ordinary course case of Disposals made pursuant to sub-clause (iii) (C), in the Groupevent the Company’s businesspercentage ownership in the receiving Subsidiary is less than the Company’s percentage ownership in the disposing Subsidiary, then only such portion of such Disposal equal to the product of (x) the aggregate net book value of such Disposal multiplied by (y) a fraction the numerator of which is the Company’s percentage ownership interest in the receiving Subsidiary and the denominator of which is the Company’s percentage ownership interest in the disposing Subsidiary shall be excluded from the application of paragraph (a) pursuant to this sub-clause (iii);
(iv) approved by Disposals on arm’s length terms of obsolete assets not required for the Majority Lendersefficient operation of the business of the Group;
(vA) Disposals by the Company of any of its own shares heldheld in treasury and (B) Disposals of cash, directly including through cash distributions, share buybacks in cash or indirectly by Eros Worldwide FZ LLC cash dividends made to shareholders of any Group member;
(vi) Disposals pursuant to Section 10.2;
(vii) Disposals for fair value to the extent that all or a portion of the net after-tax proceeds of such Disposal is applied within 12 months before or after the date of such Disposal, to
(A) reinvestments in EIMLthe business of the Group, including the acquisition of assets and companies; and/or
(B) the repayment or prepayment of unsubordinated Financial Indebtedness of the Company or a Subsidiary (other than Financial Indebtedness owing to another Subsidiary or Affiliate of the Company or any Subsidiary); provided that the Company has, on or prior to the application of any such proceeds to the repayment or prepayment of any other unsubordinated Financial Indebtedness pursuant to this sub-clause (B), offered to prepay the Notes pro rata with all other unsubordinated Financial Indebtedness then being repaid or prepaid (which prepayment of the Notes shall be in accordance with the terms of Section 8.8 hereof); provided that only the proportion of the net after-tax proceeds of such Disposal which is applied as described in sub-clauses (A) and (B) above will be exempted from the prohibition against Disposals provided in this Section 10.6; provided further that for the purposes of this Section 10.6, “net after-tax proceeds” shall mean net of any reasonable costs and expenses associated with such Disposal; or
(viii) other Disposals (or portion thereof not otherwise excepted under sub-clause (b)(i) to (vii) above), provided that:
(A) at such Disposal is to a Person other than an Affiliate or, if to an Affiliate, the requirements of Section 10.1 have been satisfied;
(B) immediately after giving effect thereto, no time may the aggregate direct Default or indirect shareholding Event of Eros Worldwide FZ LLC in EIML fall below 60 per cent.Default shall have occurred and be continuing; and
(BC) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.immediately after giving effect thereto, the aggregate amount net book value of all proceeds from any such disposal in excess property or assets sold, leased or otherwise disposed of pursuant to this Section 10.6(b)(viii)(C) does not during the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes 365 day period ending on and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from including the date of any such disposal, be applied either:
I. in the acquisition Disposal exceed 15% of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Consolidated Gross Assets.
Appears in 1 contract
Disposals. (a) Except as provided below, no member of the Group Member may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposaldisposal which is made on arm's length terms:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iii) constituted by a licence the investment of Intellectual Property on normal commercial terms and cash (that is not immediately required in the Group's business) in short term cash equivalent investments or the realisation of such cash equivalent investments for cash, in each case in the ordinary course of business of the Group’s businessGroup Member making such investment or realization (as the case may be);
(iv) approved by a Group Member of obsolete inventories, vehicles, plant and equipment no longer required in the Majority Lendersbusiness of the relevant Group Member for cash;
(v) of assets by the Borrower to another Group Member;
(vi) that any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIMLGroup Member is under any legally binding commitment to make, provided that:that such commitment is subsisting as at the date of this Agreement;
(Avii) at no time may constituted by the making by a Group Member of the declaration and payment of any lawful dividend in cash to its shareholders;
(viii) constituted by any sale to any person (other than a Group Member) of any Target Shares by the Borrower for a consideration in cash only, provided that such sale is required to maintain the listing status of the Target on the Main Board of the HKSE and the aggregate number of Target Shares so sold (whether on one or more occasions) does not exceed the minimum number of Target Shares that are required to be disposed of by the Borrower in order to maintain the listing status of the Target on the Main Board of the HKSE in accordance with the Listing Rules;
(ix) of assets that arises as a direct result of any transaction expressly permitted under Clause 20.5 (Negative pledge) or indirect shareholding Clause 20.7 (Mergers); or
(x) where the higher of Eros Worldwide FZ LLC in EIML fall below 60 the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other disposal not allowed under the preceding paragraphs) does not exceed ten per cent. of the total assets of the Borrower in any financial year of the Borrower.; and
(Bc) with respect Paragraph (a) above does not apply to any disposal of shares that results in assets by a Group Member (other than the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 Borrower) to 70 per centanother Group Member., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).
Appears in 1 contract
Samples: Facility Agreement
Disposals. (a) Except as provided below, No Obligor shall (and the Parent shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and qualityquality and for a similar purpose (other than an exchange of a non-cash asset for cash);
(iii) of receivables of:
(A) identified customers listed in Schedule 9 (Existing Buyers) and any Affiliates thereof; or
(iiiB) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) any other customers approved by the Majority Lenders;
(viv) by a member of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIMLthe Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), provided that:
(A) each of the Disposing Company and the Acquiring Company is an Obligor;
(B) each of the Disposing Company and the Acquiring Company is not an Obligor;
(C) the Disposing Company is not an Obligor and the Acquiring Company is an Obligor; or
(D) if the Disposing Company is an Obligor and the Acquiring Company is not an Obligor:
(1) if at no the time may of entry into such transaction Leverage is less than or equal to 2.25:1 (tested by reference to the then most recent Filed Financial Statements), provided that such arrangements are entered into in the ordinary course of business; or
(2) if at the time of entry into such transaction Leverage is greater than 2.25:1 (tested by reference to the then most recent Filed Financial Statements), where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal permitted under this paragraph (2) and after deducting the higher of the market value or consideration receivable for any sale, lease, transfer or other disposals from members of the Group which are not Obligors to Obligors during that financial year) in each case made after the date of this Agreement does not exceed the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 US$1,000,000,000 plus 25 per cent.. of the net income of the Parent for the period starting on 1 January 2022 until the date of the most recent Filed Financial Statements (treated as one accounting period) (or its equivalent in another currency or other currencies) at any time;
(v) by member of the Group and which is not referred to in paragraphs (i) to (iv) above or paragraph (vi) below, provided that:
(A) such member of the Group receives consideration at the time of such sale, lease, transfer or other disposal at least equal to the fair market value;
(B) at least 75 per cent. of the consideration received by such member of the Group is in the form of cash; and
(BC) such consideration received is applied in accordance with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. Clause 7.4 (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termsAsset sales); or
II. in and towards (vi) where the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount higher of the Total Commitments starting market value or consideration receivable (when aggregated with the Available Commitmentshigher of the market value or consideration receivable for any other sale, lease, transfer or other disposal by members of the Group, other than any permitted under paragraphs (i) to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share (v) above) does not exceed either (A) US$50,000,000 (or its equivalent in the Total Commitments)another currency or currencies) in any financial year or (B) US$25,000,000 (or its equivalent in another currency or currencies) for any individual transaction.
Appears in 1 contract
Samples: Secured Facility Agreement (Amkor Technology, Inc.)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of:
(i) any shares in any member of the Group;
(ii) all or any part of its assets.
(b) Paragraph (aa)(i) does not apply to any disposaldisposal where all shares owned by any member of the Group in a Subsidiary are disposed of at the time of the disposal and, either:
(i) the Net Proceeds of such disposal are applied promptly in prepayment of the Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or
(ii) the disposal is:
(A) a disposal of shares in a Subsidiary which is not a Material Subsidiary, and
(B) a disposal of shares to a wholly-owned Subsidiary of the Company, and
(C) (if the member of the Group disposing of the shares is an Obligor) a disposal of shares to another Obligor, and (if the shares being disposed of are secured under this Agreement), immediately upon completion of the disposal security at least equivalent to that over such shares existing in favour of the Facility Agent immediately prior to their disposal is created in favour of the Facility Agent, in form and substance satisfactory to the Facility Agent.
(c) Paragraph (a)(ii) does not apply to:
(i) any disposal of all or part of Felsted for Cash;
(ii) any disposal made in the ordinary course of trading of the disposing entity;
(iiiii) any disposal of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by any disposal from one member of the Majority LendersGroup to another member of the Group provided that (A) if immediately prior to such disposal security is provided over such assets to the Facility Agent pursuant to the terms of the Security Documents, like security shall be provided in a manner satisfactory to the Facility Agent over such assets in favour of the Facility Agent, and (B) where the member of the Group effecting such disposal is an Obligor, the member of the Group to whom the assets are disposed of shall also be an Obligor;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares Cash or Cash Equivalents;
(vi) any disposal of obsolete assets which are no longer required for the purpose of the disposing entity's business;
(vii) any disposal on arm's length terms to a joint venture to which a member of the Group is a party and in which the relevant member of the Group has management control or owns a majority of the voting rights and issued share capital;
(viii) any disposal where the Net Proceeds of that results disposal are applied promptly in prepayment of the aggregate direct Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or
(ix) any disposal where the Net Proceeds (when aggregated with the Net Proceeds for any other disposal not allowed under the preceding sub-paragraphs) does not exceed L5,000,000 or indirect shareholding its equivalent in any financial year of Eros Worldwide FZ LLC the Company.
(d) No member of the Group shall enter into any option or similar arrangement under which a person has a present or contingent right to require a member of the Group to sell or otherwise dispose of any material property or interest in EIML being between 60 property where such disposal would be prohibited by the provisions of this Clause 23.6.
(e) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the Group may make a disposal, as referred to 70 per cent.in paragraph (a) above, which is also a disposal of a Material Subsidiary or a business which if comprised in an entity would in consequence have been a Material Subsidiary, except to the extent that the Company has delivered to the Facility Agent in form and substance satisfactory to the Facility Agent a certificate signed by two authorised signatories of the Company certifying that the directors of the Company reasonably believe that, if the relevant disposal occurred, the aggregate amount of all proceeds from any such disposal financial covenants contained in excess Clause 22 (Financial covenants) will be complied with when tested for each of the aggregate amount four Measurement Periods succeeding such Measurement Period.
(f) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the proceeds Group may make a disposal, as referred to in paragraph (a) above, other than for Cash consideration payable in full at completion of any disposal the disposal, save that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML up to 70 20 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 for three months only from the date of any such disposal, this Agreement) and from then on 15 per cent. of the consideration relating to a disposal may be applied either:
I. deferred or in the acquisition form of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)non-Cash consideration.
Appears in 1 contract
Disposals. (a) Except as provided permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group maywill), either in enter into a single transaction or in a series of transactions and whether related voluntary or notinvoluntary to sell, lease, transfer or otherwise dispose of all or any part substantially all of its assets.
(b) Paragraph (a) does shall not apply to any disposalto:
(i) made in the ordinary course of trading Disposal by any Subsidiary of the disposing entityCompany of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary of the Company provided that if the transferor in such a transaction is a wholly owned Subsidiary of the Company, then the transferee must either be the Company or a wholly-owned-Subsidiary of the Company;
(ii) the Disposal by the Company of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; orits treasury stock;
(iii) constituted by a licence the Company’s Subsidiaries making any Disposals of Intellectual Property on normal commercial terms and in the ordinary course property that, together with all other property of any member of the Group’s business;
Group (ivother than the Company) approved previously disposed of as permitted by this paragraph (b)(iii) during any Financial Year of the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided thatCompany does not exceed:
(A) at no time may the an aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 book value equal to 10 per cent.. of Consolidated Total Assets of the Company calculated as at the Quarter Date most recently preceding any such Disposal for which the Company’s financial statements were most recently delivered pursuant to, as applicable, paragraph (a) or (d) of Clause 19.1 (Financial statements), or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to paragraph (a) or (d) of Clause 19.1 (Financial statements), the Company’s Original Financial Statements; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 10 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with of Consolidated Revenues of the Company calculated for the Relevant Period ending on the Quarter Date most recently preceding any such disposalDisposal for which the Company’s financial statements were most recently delivered pursuant to, as applicable, paragraph (a) mustor (d) of Clause 19.1 (Financial statements), within a period not exceeding 12 months from or, if prior to the date of any such disposal, be applied either:
I. in the acquisition delivery of any cash generating asset approved in writing by the Majority Lenders (such consent not first financial statements to be unreasonably withheld delivered pursuant to paragraph (a) or delayed(d) of Clause 19.1 (Financial statements), the Company’s Original Financial Statements, provided that Consolidated Revenues will be calculated on a pro forma basis after giving effect to acquisitions and purchased by any member disposals completed prior to the date of the Group on bona fide arm’s length commercial termssuch measurement; or
II. in (iv) the Company and towards the prepayment any of all outstanding Loans its Subsidiaries entering into any transaction permitted by Clause 21.5 (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total CommitmentsMerger).
Appears in 1 contract
Disposals. No Obligor will and each Obligor will procure that none of its Subsidiaries will, (a) Except as provided below, no member of the Group may, either in whether by a single transaction or in a series number of related or unrelated transactions and whether related at the same time or notover a period of time) sell, transfer, lease out, lend or otherwise dispose (in each case, a “disposal”) of any of its assets or all or any part of its assets.undertaking or agree to do so. The following transactions shall not be prohibited by this Clause 17.2 (Disposals):
(b) Paragraph (a) does not apply to any disposal:
(i) made disposals of trading assets in the ordinary course of trading of the disposing entitytrading;
(iib) the application of funds (including cash) and the disposal of Cash Equivalents (other than in any manner prohibited by the Senior Finance Documents);
(c) the exchange of assets (other than shares or interests in a businessany member of the Group) in exchange for other assets which are, in the reasonable opinion of the entity effecting the acquisition, of a similar nature comparable or superior as to type, value quality and quality; orvalue;
(iiid) any disposal of assets (aa) to an Obligor, (bb) by a non-Obligor to another member of the Group or (cc) by an Obligor to a non-Obligor provided that the aggregate value of all assets disposed of by Obligors to non-Obligors in any Financial Year (including such disposal) does not exceed EUR5,000,000 (or its currency equivalent) in aggregate;
(e) any disposal of assets (other than shares in any member of the Group) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations, each on arm’s length terms;
(f) a disposal of fixed or long term assets (other than shares in any member of the Group), the Initial Disposal or any Permitted Disposals in circumstances where the Net Proceeds of disposal are applied, committed to be applied or designated by the board of directors of Bidco for application 6 months before or within 12 months after receipt of such Net Proceeds (and if committed or designated to be so applied within 12 months of receipt of such Net Proceeds, actually applied within 6 months thereafter) in the purchase of other fixed or long term assets for use in the Business or to make any Permitted Acquisition or Permitted Reorganisations or Additional Permitted Reorganisation;
(g) any disposal of any business, assets or shares pursuant to a Permitted Reorganisation or permitted by Clause 17.1(a) (Amalgamations and Change of Business);
(h) any disposal of assets to a Joint Venture permitted by Clause 17.11 (Joint Ventures);
(i) disposals required by law or by the order of any governmental agency or authority;
(j) any disposal of assets constituted by a licence of Intellectual Property on normal commercial terms Property;
(k) any disposal of assets in accordance with the Structure Memorandum;
(l) any disposal of assets permitted under Clause 17.5 (Factoring) or 17.9 (Leasing Arrangements);
(m) disposals pursuant to the grant of leasehold interests in or licences of land and buildings where the consideration for such grant is other than by way of premium;
(n) any disposal to which the Majority Lenders shall have given their prior written consent;
(o) any disposal made between members of the Group in the ordinary course of the Group’s businessintra-Group cash pooling arrangements;
(ivp) approved other disposals of assets by members of the Majority Lenders;
Group other than in accordance with paragraphs (va) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, to (o) (inclusive) above provided thatthat to the extent the most recently delivered Compliance Certificate pursuant to Clause 19.5 (Compliance Certificates) indicates a Total Leverage Ratio of:
(Ai) greater than 2.5:1, the aggregate value of the assets so disposed of by members of the Group shall not exceed EUR50,000,000 (or its currency equivalent) at no any time may from the aggregate direct or indirect shareholding Qualifying IPO Date to the final of Eros Worldwide FZ LLC in EIML fall below 60 per cent.the Maturity Dates; and
(Bii) with respect less than or equal to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.2.5:1, the aggregate amount of all proceeds from any such disposal in excess value of the aggregate amount assets so disposed of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member members of the Group on bona fide arm’s length commercial terms; or
II. in and towards shall not exceed EUR100,000,000 (or its currency equivalent) at any time from the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and Qualifying IPO Date to the immediate cancellation of a corresponding amount final of the Total Commitments starting with the Available Commitments, to the extent applicable Maturity Dates.” provided that disposals under paragraph (d) above will only be permitted so long as no Event of Default has occurred and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)is continuing.
Appears in 1 contract
Samples: Loan Agreement (Elster Group SE)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of:
(i) any shares in any member of the Group;
(ii) all or any part of its assets.
(b) Paragraph (aa)(i) does not apply to any disposaldisposal where all shares owned by any member of the Group in a Subsidiary are disposed of at the time of the disposal and, either:
(i) the Net Proceeds of such disposal are applied promptly in prepayment of the Senior Credit Facilities to the extent required by -------------------------------------------------------------------------------- and in accordance with Clause 11.4 of the Senior Credit Facilities; or
(ii) the disposal is:
(A) a disposal of shares in a Subsidiary which is not a Material Subsidiary, and
(B) a disposal of shares to a wholly-owned Subsidiary of the Company, and
(C) (if the member of the Group disposing of the shares is an Obligor) a disposal of shares to another Obligor, and (if the shares being disposed of are secured under the Senior Credit Facilities), immediately upon completion of the disposal security at least equivalent to that over such shares existing in favor of the Facility Agent immediately prior to their disposal is created in favor of such Facility Agent under the Senior Credit Facilities, in form and substance satisfactory to such Facility Agent.
(c) Paragraph (a)(ii) does not apply to:
(i) any disposal of all or part of Felsted for Cash;
(ii) any disposal made in the ordinary course of trading of the disposing entity;
(iiiii) any disposal of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by any disposal from one member of the Majority LendersGroup to another member of the Group provided that (A) if immediately prior to such disposal security is provided over such assets to the Facility Agent pursuant to the terms of the Security Documents, like security shall be provided in a manner satisfactory to the Facility Agent over such assets in favor of the Facility Agent, and (B) where the member of the Group effecting such disposal is an Obligor, the member of the Group to whom the assets are disposed of shall also be an Obligor;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares Cash or Cash Equivalents;
(vi) any disposal of obsolete assets which are no longer required for the purpose of the disposing entity's business;
(vii) any disposal on arm's length terms to a joint venture to which a member of the Group is a party and in which the relevant member of the Group has management control or owns a majority of the voting rights and issued share capital; --------------------------------------------------------------------------------
(viii) any disposal where the Net Proceeds of that results disposal are applied promptly in prepayment of the aggregate direct Senior Credit Facilities to the extent required by and in accordance with Clause 11.4 of the Senior Credit Facilities; or
(ix) any disposal where the Net Proceeds (when aggregated with the Net Proceeds for any other disposal not allowed under the preceding sub-paragraphs) does not exceed (pound)5,000,000 or indirect shareholding its equivalent in any financial year of Eros Worldwide FZ LLC the Company.
(d) No member of the Group shall enter into any option or similar arrangement under which a person has a present or contingent right to require a member of the Group to sell or otherwise dispose of any material property or interest in EIML being between 60 property where such disposal would be prohibited by the provisions of this Clause 19.6.
(e) Notwithstanding the rest of this Clause 19.6, no member of the Group may make a disposal, as referred to 70 per cent.in paragraph (a) above, which is also a disposal of a Material Subsidiary or a business which if comprised in an entity would in consequence have been a Material Subsidiary, except to the extent that the Company has delivered to the Facility Agent in form and substance satisfactory to the Facility Agent a certificate signed by two authorized signatories of the Company certifying that the directors of the Company reasonably believe that, if the relevant disposal occurred, the aggregate amount of all proceeds from any such disposal financial covenants contained in excess Clause 19 will be complied with when tested for each of the aggregate amount four Measurement Periods succeeding such Measurement Period.
(f) Notwithstanding the rest of this Clause 19.6, no member of the proceeds Group may make a disposal, as referred to in paragraph (a) above, other than for Cash consideration payable in full at completion of any disposal the disposal, save that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML up to 70 per cent. 20% (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 for three months only from the date of any such disposal, this Agreement) and from then on 15% of the consideration relating to a disposal may be applied either:
I. deferred or in the acquisition form of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)non-Cash consideration.
Appears in 1 contract
Samples: Bridge Loan Agreement (Enodis PLC)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets.
Subject to paragraph (b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.this Clause 23.7, the aggregate amount Company shall not (and the Company shall ensure that none of all proceeds from any such disposal in excess its Subsidiaries and (if the Acquisition of BidCo Date has not occurred but BidCo becomes a Guarantor, during the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date that BidCo becomes a Guarantor until BidCo first becomes a Subsidiary of any the Company (if such disposaloccurs)) none of BidCo and its Subsidiaries shall), be applied either:
I. in without the acquisition prior written consent of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed), enter into a single transaction or a series of transactions (whether related or not) and purchased whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all its assets or a substantial part of its assets representing more than 5 per cent. in aggregate of the total consolidated assets of the Group, calculated by reference to (x) the latest consolidated financial statements of the Company, delivered pursuant to paragraph (a)(i) of Clause 21.1 (Financial statements) or (ii) during the period in which a Compliance Certificate is delivered pursuant to Clause 21.2(c), the figures provided in such Compliance Certificate, unless (i) full value for such assets is received by the Company or its Subsidiaries; and (ii) an amount equal to the net proceeds of any such sale, lease, transfer or other disposal is reinvested within twelve months of receipt by the Company or its Subsidiaries in the business of the Group;
(b) Paragraph (a) of this Clause 23.7 does not apply to any sale, lease, transfer or other disposal of assets:
(i) made on arm’s length terms and for fair market value in the ordinary course of business of the disposing entity;
(ii) in respect of any Permitted Securitisation;
(iii) from any member of the Group to another member of the Group on bona fide arm’s length commercial termsterms and for fair market or book value, provided that the exception contained in this paragraph (iii) shall not apply to any sale, lease, transfer or other disposal of an asset:
(1) from any Obligor to another member of the Group which is neither an Obligor nor a subsidiary of an Obligor unless the person to whom such sale, lease, transfer or other disposal is made (the “Transferee”) or its direct or indirect parent company (as the case may be) becomes a Guarantor; or
II. (2) from any Material Subsidiary to another member of the Group which is not a Material Subsidiary unless the person making such sale, lease, transfer or other disposal does not cease to be a Material Subsidiary or, if it ceases to be a Material Subsidiary, any Transferee shall be deemed to be a Material Subsidiary;
(iv) in respect of which the net proceeds are used to repay any amounts outstanding hereunder in an amount equal to such net proceeds and towards if the Available Commitments in an amount equal thereto are cancelled;
(v) in respect of which the proceeds are applied pursuant to any prepayment requirement in any debt agreements of all outstanding Loans the Company or any Subsidiary in relation to the use of proceeds received from the disposal of any assets;
(including vi) in respect of fixed assets or contractual rights which are exchanged for other fixed assets or contractual rights reasonably comparable as to type or quality;
(vii) in respect of cash or cash equivalent investments;
(viii) which occurs due to the solvent liquidation or reorganisation of any related interest, charges member of the Group so long as any payment or Break Costs falling due assets distributed as a consequence result of such prepayment) and the immediate cancellation of a corresponding amount liquidation or reorganisation are distributed to other members of the Total Commitments starting with the Available Commitments, Group; or
(ix) pursuant to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)any joint venture agreements.
Appears in 1 contract
Disposals. (a) Except No Obligor shall, and the Company or (on becoming an Obligor) Holdco (as provided belowthe case may be) shall procure that no other member of, no member in the case of the Company, the Group mayand, (on becoming an Obligor) in the case of Holdco, the Ring Fenced Group will, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any material part of its assets.. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
(b) Paragraph (a) does not apply to any disposalto:
(i) disposals made in the ordinary course of trading business of the disposing entity;
(ii) disposals of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iii) constituted by a licence the disposal of Intellectual Property assets on normal commercial terms and in the ordinary course of the Group’s businessarm's length terms;
(iv) approved by sale and lease-back transactions the Majority Lendersnet financial effect of each of which (looking at the sale and any related lease-back together) represent a transaction on arm's length terms;
(v) other than in relation to a Restructuring, the disposal of any shares heldassets to other members of, directly or indirectly by Eros Worldwide FZ LLC in EIMLthe case of the Company, provided that:the Group (other than to a member of the Group which is not an Obligor) and, (on becoming an Obligor) in the case of Holdco, the Ring Fenced Group;
(Avi) at no time may disposals of assets to a XXXX Subsidiary made as a result of a Restructuring provided that the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount total net assets of all proceeds Mandatory Subsidiaries and all other XXXX Subsidiary Guarantors and Counter Guarantors (when combined with the total un-consolidated net assets of the Company immediately after the Restructuring) and after deducting all net assets of the Group resulting from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by intercompany arrangements between any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepaymentother than an Excluded Entity) and the immediate cancellation of a corresponding amount an Excluded Entity, comprise no less than 80 per cent. (80%) of the Total Commitments starting with the Available Commitments, Company's total un-consolidated net assets immediately prior to the extent applicable and possible. In each case, such prepayments and cancellations are Restructuring; and
(vii) disposals to be applied by which the Facility Agent between the Lenders according to each Lender’s Pro Rata Share Majority Banks have agreed in the Total Commitments)writing.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility (Scottish Power PLC)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or (each a "DISPOSAL") any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposal:
(i) of stock made in the ordinary course of trading of the disposing entity;
(ii) of cash:
(A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or
(B) for any other than shares purpose not prohibited under this Agreement;
(iii) constituting the creation of any Security permitted under paragraph (d) of Clause 23.4 (Negative pledge);
(iv) of an obsolete or interests in a redundant asset which is no longer required for the purposes of the business;
(v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location;
(vi) by a member of the Group to another member of the Group which is a wholly owned Subsidiary of the Parent;
(vii) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent;
(viii) where the market value (when aggregated with the market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of Total Assets in any financial year of the Company; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(ivix) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
that each disposal is (Aexcept in any case referred to in paragraph (vi)) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC made on arm's length terms for full market value and would not (in EIML fall below 60 per cent.; and
(Beach case) with respect to any disposal of shares have a Material Adverse Effect. Provided further that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess if a Subsidiary becomes a member of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from Group after the date of any this Agreement, assets owned by that Subsidiary at the time of its acquisition may be disposed without the market value of such disposal, be applied either:
I. in assets being included for the purposes of paragraph (viii) above as long as such disposals are made on arm's length terms for full market value and during the 12 Month period following the acquisition of any cash generating asset approved that Subsidiary.
(c) Nothing in writing by paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased disposal by any member of the Group on bona fide arm’s length commercial terms; orof any shares in a Guarantor.
II. in and towards (d) For the prepayment purposes of all outstanding Loans (including any related interestClause 23.5(b)(vi), charges or Break Costs falling due as Asturiana de Zinc, S.A. will be considered a consequence of such prepayment) and the immediate cancellation of a corresponding amount wholly owned Subsidiary of the Total Commitments starting with Parent provided the Available CommitmentsParent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).S.A.
Appears in 1 contract
Disposals. (a) The Representative Borrower may not during any period of three consecutive calendar years, either in a single transaction or in a series of transactions and whether related or not and whether voluntary or involuntary, sell, transfer or otherwise dispose of any of its assets with a net (taking into account acquisitions) aggregate value in excess of US$300,000,000 (of which no more than US$200,000,000 in aggregate shall be in respect of Identified Vessels (calculated on the basis of the sale prices of such Identified Vessels)), in each case, without the consent of the Facility Agent (acting on the instructions of the Majority Lenders).
(b) Except as provided in paragraphs (c) and (d) below, no member of Borrower other than the Group Representative Borrower may, either in a single transaction or in a series of transactions and whether related or notnot and whether voluntary or involuntary, sell, transfer or otherwise dispose of all or any part of its assets.
(bc) Paragraph (ab) above does not apply to any disposal:
disposal (i) made between Borrowers (ii) in the ordinary course of trading business on an arm's length basis, for fair market value in respect of any Borrower other than the disposing entity;
Representative Borrower or (iiiii) of assets (other than shares or interests in a businessany Vessel) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
quality or (iv) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect other disposal consented to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders Lenders).
(such consent not to be unreasonably withheld or delayedd) and purchased To the extent that Identified Vessels are owned by any member Borrower other than the Representative Borrower, the Borrowers shall be entitled to dispose of such Identified Vessels, provided that no more than US$200,000,000 worth of Identified Vessels (calculated on the basis of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence sale prices of such prepayment) and Identified Vessels (when aggregated with the immediate cancellation sale prices of a corresponding amount Identified Vessels disposed of by all of the Total Commitments starting with Borrowers) are disposed of during any period of three consecutive calendar years. Transfers between Borrowers shall be ignored for the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)purposes of this Clause.
Appears in 1 contract
Samples: Credit Facility Agreement (Global Ship Lease, Inc.)
Disposals. (a) Except as provided below, The Borrower will procure that no member of the Group may, either in will (whether by a single transaction or in a series number of related or unrelated transactions and whether related at the same time or not, over a period of time) dispose of all or any part of its assets.
(b) Paragraph (a) does not apply to any disposalassets other than the following disposals made on arms’ length terms at fair market value:
(i) made of assets in the ordinary course of trading of the disposing entitybusiness;
(ii) of assets (cash, Short-term Investments and Investments provided such disposals are not prohibited by any other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; orprovision hereof;
(iii) constituted by the transfer of title to Assets or receivables to a licence of Intellectual Property on normal commercial terms and fonds commun de créance or other entity in the ordinary course context of the Groupan Asset securitisation (titrisation) provided such Assets or receivables are sold for cash or fair value and on an arm’s businesslength basis;
(iv) approved by the Majority Lendersto a Material Subsidiary;
(v) of any shares heldassets for the purpose of sale and leaseback transactions to the extent permitted (A) under the Bridge Facility Agreement (until the Bridge Facility Discharge Date) and thereafter (B) under the Extended Facility Agreements (until the Extended Facilities Discharge Date) and thereafter (C) hereunder;
(vi) contemplated by the Strategic Plan;
(vii) pursuant to a transaction permitted by Clause 19.7(a);
(viii) pursuant to a transaction whose individual Net Cash Proceeds do not exceed Euro 100,000 and when aggregated with the Net Cash Proceeds received since the date of the Amendment Agreement in respect of Disposals permitted pursuant to this paragraph 19.3(a)(viii) do not exceed Euro 3,000,000; or
(ix) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement (until the Bridge Facility Discharge Date) and thereafter as permitted by the Extended Majority Lenders under the Extended Facility Agreements (until the Extended Facilities Discharge Date) and thereafter, directly or indirectly by Eros Worldwide FZ LLC with the prior consent of the Majority Banks; in EIML, each case provided that:
(A) at no time may disposals of shares in a member of the aggregate direct Group are not permitted except by paragraphs (iv), (vi), (viii) or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and(vii) above;
(B) with respect disposals under paragraphs (iii) to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposalvi) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:inclusive are only permitted so long as no Default has occurred which is continuing;
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayedb) and purchased No Disposal by any member of the Group referred to in the Strategic Plan shall be made on bona fide arm’s length commercial terms; or
II. in and towards terms that the prepayment purchaser or any other person has a right to require any member of the Group to repurchase or procure the repurchase of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount material part of the Total Commitments starting with assets disposed of, or on terms having similar effect; provided that this sub-paragraph (b) shall not prevent the Available Commitmentsgranting of warranties, indemnities or the assumption of similar liabilities to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)accordance with usual commercial practice.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alstom)
Disposals. (a) Except as provided belowNo Obligor shall, and the Company shall procure that no other member of the Group maywill, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets.
(b) Paragraph (a) does not apply to any disposalto:
(i) disposals made in the ordinary course of business of the disposing entity for market value on an arm’s length basis;
(ii) disposals from any member of the Group to any other member of the Group;
(iii) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business;
(iv) the sale, transfer, loan or disposal in the ordinary course of trading of the disposing entityobsolete plant or machinery;
(iiv) the creation by an Obligor or any member of the Group of a Permitted Security Interest;
(vi) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed;
(vii) the repayment of any monies borrowed and the payment of any dividend or distribution;
(viii) a distribution of surplus assets of a member of the Group in liquidation or winding up not involving insolvency;
(ix) the application of cash in the acquisition of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and services in the ordinary course of trading of an Obligor or the relevant member of the Group’s business;
(ivx) approved by the Majority Lendersdisposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms;
(vxi) disposals of property or assets otherwise than as permitted by paragraphs (i) to (x) of any shares heldthis Clause 20.13 during the term of this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided Provided that:
(A) at no time may an Obligor shall ensure that it provides to the aggregate direct Banks information setting out changes in the structure of the Group and the transfer, sale or indirect shareholding disposal of Eros Worldwide FZ LLC in EIML fall below 60 per cent.property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than euro 15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 20.2 (Financial information); and
(B) with respect none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within person other than a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Group.
Appears in 1 contract
Samples: Credit Agreement (Adecco Sa)
Disposals. (a) Except as provided below, no member of the Group mayBorrower must not, either in a single transaction or in a series of transactions and whether related or not, not dispose of all or any part of its business, undertaking or assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in of electricity under any Power Purchase Agreement and/or under the ordinary course of trading of the disposing entityRitiro Dedicato Concession;
(ii) required or allowed under the Borrower Documents;
(iii) of assets not required for the Project for a price consistent with the market value of the disposed asset;
(other than shares or interests iv) of the Common Infrastructure Insurance Proceeds in accordance with the Joint Insurance Agreement;
(v) which is a businessDistribution the making of which does not breach the Finance Documents;
(vi) of assets in exchange for other assets comparable or superior as to type, value and quality;
(vii) which is a surrender or disposal of any tax credit, loss, relief or allowance available to and usable by it in a manner consistent with the most recent finally determined Forecast; or
(iiiviii) constituted by a licence of Intellectual Property on normal commercial terms and made in the ordinary course of business of the Group’s business;Borrower where the higher of the market value and net consideration receivable (when aggregated with the higher of the market value and net consideration for any other disposal not permitted under the preceding sub-paragraphs) does not exceed €300,000.00 or its equivalent in any financial year of the Borrower.
(ivc) approved Following a disposal by the Majority Lenders;
Borrower under paragraph (viii) of any shares heldand/or (viii) above, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes which exceed €75,000.00 in a single transaction or €150,000.00 in a calendar year, if the direct or indirect shareholding of Eros Worldwide FZ LLC Borrower intends to use such proceeds within six months after the relevant payment to re- invest in EIML similar assets relating to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any the Borrower’s business, then such disposal) must, within a period not exceeding 12 months from proceeds must be transferred to the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders Compensation Account (such consent disposal proceeds being Relevant Disposal Proceeds). If the Borrower does not intend to be unreasonably withheld or delayed) use such proceeds within six months after the relevant payment to re-invest in similar assets relating to the Borrower's business, the Borrower must transfer an amount equal to €X of such disposal proceeds to the Warehouse Account and purchased by any member the remainder to the Distributions Account, where: X = 0.85*DP where: DP = 100% of the Group on bona fide arm’s length commercial terms; or
II. disposal proceeds which the Borrower does not intend to use within six months after the relevant payment to re-invest in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, similar assets relating to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Borrower's business.
Appears in 1 contract
Disposals. (a) Except as provided belowNo Obligor shall, and the Company shall procure that no other member of the Group maywill, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, lease, licence or otherwise dispose of all or any substantial part of its assets.
(b) Paragraph Without prejudice to Clause 29.6 (Guarantor cover), paragraph (a) does not apply to any disposalto:
(i) any disposal made in the ordinary course of trading of the disposing entityentity (which, for the avoidance of doubt, shall exclude any disposal of any Subsidiary of the Company);
(ii) any disposal made by any member of assets the Group to an Obligor;
(iii) any disposal made by any member of the Group (the transferor) to a member of the Group which is not an Obligor (the transferee), provided that the percentage ownership of the Company in the transferee is no less than the percentage ownership of the Company in the transferor;
(iv) any disposal made with the prior written consent of the Majority Banks;
(v) any disposal on arm’s length normal commercial terms of obsolete or redundant assets;
(vi) subject to Clause 20.7 (Acquisitions), the payment of cash as consideration for the acquisition of any asset on normal commercial terms;
(vii) the making, servicing and repayment of loans by one Group member to another and the payment of cash dividends in the ordinary course;
(viii) the temporary application of funds not immediately required in the relevant person’s business in the purchase of Consolidated Cash and Cash Equivalents (other than shares in respect of paragraph (a) of the definition of that term) or interests the realisation of Consolidated Cash and Cash Equivalent;
(ix) the application of the proceeds of an issue of securities (whether equity or debt) for the purpose stated in a businessthe prospectus or other offering document relating to that issue;
(x) the disposal of fixed assets in exchange for (or the sale of assets on normal commercial terms for cash which is to be, and is, applied within three months in or toward the purchase of) other fixed assets comparable or superior as to type, value and quality; or;
(iiixi) constituted the granting by a licence the Company of licences in respect of its Intellectual Property on normal commercial terms and in the ordinary course Rights to any other member of the Group’s business, provided that any such licence shall terminate on any such person ceasing to be a member of the Group;
(ivxii) approved by the Majority Lendersgranting of licences on an arm’s length basis to use any Intellectual Property Rights, whether registered or unregistered;
(vxiii) disposals of any income shares held, directly or indirectly by Eros Worldwide FZ LLC of £0.01 each in EIMLWWUK (Income Shares) for the purpose of combining those Income Shares with the ordinary shares of euro 0.06 each in the Company (Ordinary Shares) which have not been combined with Income Shares to form stock units (each comprising one Ordinary Share and one Income Share);
(xiv) the sale and leaseback transaction involving Xxxxxxxxx referred to in Clause 20.4(b) (Transactions similar to security);
(xv) planned disposals listed in Schedule 7 (Permitted Disposals);
(xvi) disposals where the net proceeds are applied in prepayment of the Facilities and the U.S. Private Placement pro rata in accordance with Clause 8.6 (Mandatory prepayments-disposals), provided that:such disposals are made an arm’s length commercial terms;
(Axvii) at no time may disposals of cash where such disposal is not otherwise prohibited by the aggregate direct or indirect shareholding terms of Eros Worldwide FZ LLC this Agreement;
(xviii) disposals of Consolidated Cash and Cash Equivalents in EIML fall below 60 per cent.exchange for other Consolidated Cash and Cash Equivalents;
(xix) disposals arising as a result of any Security Interest permitted by Clause 20.3 (Negative pledge); and
(Bxx) with respect to any other disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 assets otherwise than to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards during any financial year of the prepayment Company provided that the aggregate book value of all outstanding Loans such assets does not exceed euro 1,000,000 (including or its equivalent in other currencies).
(c) Notwithstanding paragraph (b) above, no Obligor may dispose of any related interestasset which is purported to be subject to fixed or specific security under any Security Document without the prior written consent of the Agent. This shall not, charges however, apply to cash held in bank accounts unless they are expressed to be blocked accounts (or Break Costs falling due as a consequence otherwise disposal is restricted) on the terms of such prepaymentthe relevant Security Document, shall not apply to the disposal of any of the assets listed in Schedule 7 (Permitted Disposals) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, shall not apply to the extent applicable granting of any licences under paragraphs (xi) and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)(xii) above.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Waterford Wedgwood PLC)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets.
(b) Paragraph (a) does not apply to any disposal:
(i) made in the ordinary course of trading business of the disposing entity;
(ii) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course member of the Group’s businessGroup incorporated in Italy where the aggregate book value exceeds €16,000,000 which have the prior written consent of the Lenders;
(iv) approved by members of the Majority LendersGroup where the aggregate book value is less than €50,000,000;
(v) between or among members of the Group;
(vi) the Parent and its Subsidiaries (other than the Receivables Entity) may sell assets (other than the Equity Interests of any shares heldSubsidiary or joint venture), directly or indirectly by Eros Worldwide FZ LLC in EIML, provided thatso long as:
(A) no Event of Default then exists or would result therefrom;
(B) each such sale is in an arm’s-length transaction and the Parent or the respective Subsidiary receives at no least fair market value (as determined in good faith by the Parent or such Subsidiary, as the case may be);
(C) the total consideration received by the Parent or such Subsidiary is at least 70% cash and is paid at the time may of the closing of such sale;
(D) the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by section 4.02(c) of the EnerSys Capital Credit Agreement; and
(E) the aggregate direct amount of the proceeds received from all assets sold pursuant to this Subclause (A) above shall not exceed US$10,000,000 in any fiscal year of the Parent;
(vii) each of the Parent and its Subsidiaries (other than the Receivables Entity) may grant leases or indirect shareholding subleases to other persons not materially interfering with the conduct of Eros Worldwide FZ LLC in EIML fall below 60 per cent.the business of the Parent or any of its Subsidiaries;
(viii) on and after the Accounts Receivable Facility Transaction Date, the Receivables Sellers may:
(A) contribute cash to the Receivables Entity the proceeds of which are used to acquire Accounts Receivable Facility Assets from the Receivables Sellers; and
(B) transfer and reacquire Accounts Receivable Facility Assets to and from the Receivables Entity, in each case pursuant to, and in accordance with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.terms of, the aggregate amount Accounts Receivable Facility Documents;
(ix) on and after the Accounts Receivable Facility Transaction Date, the Receivables Entity may transfer and reacquire Accounts Receivable Facility Assets (to the extent acquired from the Receivables Sellers as provided in Subclause (viii) above) pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents;
(x) the Parent and its Subsidiaries (other than the Receivables Entity) may sell or otherwise dispose of all proceeds from any Designated Assets, so long as:
(A) no Default or Event of Default then exists or would result therefrom;
(B) each such disposal sale is in excess of an arm’s-length transaction and the Parent or the respective Subsidiary receives at least fair market value (as determined in good faith by the Parent or such Subsidiary, as the case may be); and
(C) the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months Net Proceeds received from the date sale or other disposition of such Designated Assets does not exceed US$5,000,000 (it being understood, however, that if the Net Proceeds from the sale or other disposition of Designated Assets exceeds US$5,000,000, such excess may be independently permitted pursuant to Subclause (vi) above); or
(xi) where the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration for any such disposal, be applied either:
I. other disposal not allowed under the preceding sub-paragraphs) does not exceed €15,000,000 or its equivalent in any financial year of the acquisition of any cash generating asset approved in writing Company (excluding (i) intra-group transactions and (ii) disposals by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member members of the Group on bona fide arm’s length commercial terms; or
II. incorporated in and towards Italy above the prepayment threshold of all outstanding Loans €16,000,000, as permitted under Subclause (including any related interest, charges or Break Costs falling due as a consequence of such prepaymentiii) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitmentsabove).
(c) For the avoidance of doubt, Holdings is permitted to acquire its own Holdings Common Stock up to an aggregate amount not exceeding US$15,000,000.
Appears in 1 contract
Samples: Credit Facility Agreement (EnerSys)
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part asset. Table of its assets.Contents
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) of assets (other than the Key Properties and shares in any Obligor) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than the Key Properties and shares or interests in a businessany Obligor) in exchange for other assets comparable or superior as to type, value of a similar nature and quality; orvalue;
(iii) constituted by a licence of Intellectual Property on normal commercial terms assets (other than Key Properties and shares in any Obligor) which are obsolete for the ordinary course purpose for which such assets are normally utilised or which are no longer required for the purpose of the Group’s businessBusiness;
(iv) approved of assets (other than Key Properties) by any member of the Majority LendersGroup to an Obligor provided that if such disposal is prior to the Security Release Date and is of assets which are secured pursuant to a Security Document immediately prior to such disposal it remains secured under a Security Document immediately after such disposal;
(v) of assets from a member of the Group which is not an Obligor to any shares held, directly other member of the Group;
(vi) of cash or indirectly the disposal of Cash Equivalents by Eros Worldwide FZ LLC in EIML, provided thatany member of the Group:
(A) at no time may in the aggregate direct or indirect shareholding ordinary course of Eros Worldwide FZ LLC in EIML fall below 60 per cent.its business for any purpose not prohibited under the Finance Documents; andor
(B) with respect to in any disposal other manner permitted under the Finance Documents;
(vii) of assets of or shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group (other than shares in any Obligor) on bona fide arm’s length commercial termsterms where the business of that Subsidiary is not required for the operation of the Business and such business has been, or is in the process of being, wound down or terminated;
(viii) of assets (other than Key Properties or shares in any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group making such a disposal) in other assets of a similar nature and value;
(ix) leases of assets (including real estate) which are not (in the reasonable opinion of the member of the Group granting such lease) required for the efficient running of its business on arm’s length terms to third parties where the annual rental for any such lease does not exceed £120,000 (or its equivalent in other currencies) per annum and the term of such lease is not more than 6 years (or if it is more than 6 years is capable of being terminated at the option of the lessor at least every 6 years during its term);
(x) to which the Majority Lenders have given their prior written consent;
(xi) of assets (other than Key Properties or shares in any Obligor) in connection with the disposal of the Group’s Paris office, comprising office space and parking spaces located at 0/00 xxx Xxxxxxx, 00000 Xxxxx, Xxxxxx with a fair market value in an aggregate amount not exceeding EUR4,000,000 (excluding fees and expenses associated with such disposal);
(xii) of receivables disposed of in connection with factoring transactions permitted pursuant to paragraph (b) of Clause 22.21 (Factoring and Sale and Leasebacks);
(xiii) of assets (other than Key Properties or shares in any Obligor) by way of contribution in kind where such disposal is a Permitted Acquisition;
(xiv) of assets (other than Key Properties or shares in any Obligor) to Joint Ventures or Minority Investments to the extent permitted pursuant to paragraph (c) of Clause 22.17 (Joint Ventures and Minority Investments); or
II. (xv) of assets (other than Key Properties or shares in and towards any Obligor) where the prepayment aggregate fair market value of all outstanding Loans the assets so sold, leased, transferred or otherwise disposed of by members of the Group (including which are not permitted to be disposed of pursuant to paragraphs (i) to (xiv) above) in any related interest, charges financial year of the Parent does not exceed $10,000,000 (or Break Costs falling due as its equivalent in other currencies); Table of Contents
(c) Any asset disposed of prior to the Security Release Date in accordance with sub-paragraph (iv) of paragraph (b) above which is subject to fixed Security under a consequence Security Document at the time of such prepayment) disposal shall be subject to equivalent fixed Security under a Security Document following disposal and the immediate cancellation relevant Obligor will take all steps (if any) necessary to create, perfect or register such Security and will deliver to the Agent such evidence as the Agent shall reasonably require of a corresponding amount due execution of the Total Commitments starting relevant Security Document together with the Available Commitments, a legal opinion satisfactory to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments(acting reasonably).
(d) No disposal shall be permitted by this Clause 22.4 which is prohibited by Clause 22.22 (Holding Company).
Appears in 1 contract
Disposals. (ai) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(bii) Paragraph (a(a) above does not apply to any sale, lease, transfer or other disposal:
(iA) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(iiB) of assets which are obsolete;
(C) which is made from any Obligor to another Obligor;
(D) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(E) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiiF) constituted by which is a Permitted Affiliate Transaction;
(G) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivH) approved by made with the prior written consent of the Majority Lenders;
(vI) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in EIML, provided that:another currency or currencies) in any financial year;
(AJ) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or
II. in and towards the prepayment (K) of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Cash Equivalent Investments on arms' length terms.
Appears in 1 contract
Samples: Fifth Amendment Agreement (Kronos International Inc)
Disposals. (a) Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of:
(i) any shares in any member of the Group;
(ii) all or any part of its assets.
(b) Paragraph (aa)(i) does not apply to any disposaldisposal where all shares owned by any member of the Group in a Subsidiary are disposed of at the time of the disposal and, either: --------------------------------------------------------------------------------
(i) the Net Proceeds of such disposal are applied promptly in prepayment of the Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or
(ii) the disposal is:
(A) a disposal of shares in a Subsidiary which is not a Material Subsidiary, and
(B) a disposal of shares to a wholly-owned Subsidiary of the Company, and
(C) (if the member of the Group disposing of the shares is an Obligor) a disposal of shares to another Obligor, and (if the shares being disposed of are secured under this Agreement), immediately upon completion of the disposal security at least equivalent to that over such shares existing in favour of the Facility Agent immediately prior to their disposal is created in favour of the Facility Agent, in form and substance satisfactory to the Facility Agent.
(c) Paragraph (a)(ii) does not apply to:
(i) any disposal of all or part of Felsted for Cash;
(ii) any disposal made in the ordinary course of trading of the disposing entity;
(iiiii) any disposal of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by any disposal from one member of the Majority LendersGroup to another member of the Group provided that (A) if immediately prior to such disposal security is provided over such assets to the Facility Agent pursuant to the terms of the Security Documents, like security shall be provided in a manner satisfactory to the Facility Agent over such assets in favour of the Facility Agent, and (B) where the member of the Group effecting such disposal is an Obligor, the member of the Group to whom the assets are disposed of shall also be an Obligor;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares Cash or Cash Equivalents;
(vi) any disposal of obsolete assets which are no longer required for the purpose of the disposing entity's business;
(vii) any disposal on arm's length terms to a joint venture to which a member of the Group is a party and in which the relevant member of the Group has management control or owns a majority of the voting rights and issued share capital;
(viii) any disposal where the Net Proceeds of that results disposal are applied promptly in prepayment of the aggregate direct Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or
(ix) any disposal where the Net Proceeds (when aggregated with the Net Proceeds for any other disposal not allowed under the preceding sub-paragraphs) does not exceed(pound)5,000,000 or indirect shareholding its equivalent in any financial year of Eros Worldwide FZ LLC the Company. --------------------------------------------------------------------------------
(d) No member of the Group shall enter into any option or similar arrangement under which a person has a present or contingent right to require a member of the Group to sell or otherwise dispose of any material property or interest in EIML being between 60 property where such disposal would be prohibited by the provisions of this Clause 23.6.
(e) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the Group may make a disposal, as referred to 70 per cent.in paragraph (a) above, which is also a disposal of a Material Subsidiary or a business which if comprised in an entity would in consequence have been a Material Subsidiary, except to the extent that the Company has delivered to the Facility Agent in form and substance satisfactory to the Facility Agent a certificate signed by two authorised signatories of the Company certifying that the directors of the Company reasonably believe that, if the relevant disposal occurred, the aggregate amount of all proceeds from any such disposal financial covenants contained in excess Clause 22 (Financial covenants) will be complied with when tested for each of the aggregate amount four Measurement Periods succeeding such Measurement Period.
(f) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the proceeds Group may make a disposal, as referred to in paragraph (a) above, other than for Cash consideration payable in full at completion of any disposal the disposal, save that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML up to 70 20 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 for three months only from the date of any such disposal, this Agreement) and from then on 15 per cent. of the consideration relating to a disposal may be applied either:
I. deferred or in the acquisition form of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)non-Cash consideration.
Appears in 1 contract
Disposals. (a) Except as provided permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group maywill), either in enter into a single transaction or in a series of transactions and whether related voluntary or notinvoluntary to sell, lease, transfer or otherwise dispose of all or any part substantially all of its assets.
(b) Paragraph (a) does shall not apply to any disposalto:
(i) made in the ordinary course of trading Disposal by any Subsidiary of the disposing entityCompany of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary of the Company provided that if the transferor in such a transaction is a wholly owned Subsidiary of the Company, then the transferee must either be the Company or a wholly-owned-Subsidiary of the Company;
(ii) the Disposal by the Company of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; orits treasury stock;
(iii) constituted by a licence the Company’s Subsidiaries making any Disposals of Intellectual Property on normal commercial terms and in the ordinary course property that, together with all other property of any member of the Group’s business;
Group previously Disposed of as permitted by this paragraph (ivb)(iii) approved by during any Financial Year of the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided thatCompany does not exceed:
(A) at no time may the an aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 book value equal to 10 per cent.. of Consolidated Total Assets of the Company calculated as at the Quarter Date most recently preceding any such Disposal for which the Company’s financial statements were most recently delivered pursuant to, as applicable, paragraph (a) or (d) of Clause 19.1 (Financial statements), or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to paragraph (a) or (d) of Clause 19.1 (Financial statements), the Company’s Original Financial Statements; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 assets generating 10 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with of Consolidated Revenues of the Company calculated for the Relevant Period ending on the Quarter Date most recently preceding any such disposalDisposal for which the Company’s financial statements were most recently delivered pursuant to, as applicable, paragraph (a) mustor (d) of Clause 19.1 (Financial statements), within a period not exceeding 12 months from or, if prior to the date of any such disposal, be applied either:
I. in the acquisition delivery of any cash generating asset approved in writing by the Majority Lenders (such consent not first financial statements to be unreasonably withheld delivered pursuant to paragraph (a) or delayed(d) of Clause 19.1 (Financial statements), the Company’s Original Financial Statements, provided that Consolidated Revenues will be calculated on a pro forma basis after giving effect to acquisitions and purchased by any member disposals completed prior to the date of the Group on bona fide arm’s length commercial termssuch measurement; or
II. in (iv) the Company and towards the prepayment any of all outstanding Loans its Subsidiaries entering into any transaction permitted by Clause 21.5 (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total CommitmentsMerger).
Appears in 1 contract
Disposals. (ai) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(bii) Paragraph (ai) above does not apply to any sale, lease, transfer or other disposal:
(iA) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(iiB) of assets which are obsolete;
(C) which is made from any Obligor to another Obligor;
(D) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (ii)(D) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(E) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiiF) constituted by which is a Permitted Affiliate Transaction;
(G) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivH) approved by made with the prior written consent of the Majority Lenders;
(vI) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC in EIMLother disposal, provided that:
other than any permitted under paragraphs (A) at no time may the aggregate direct to (H) above) does not exceed EUR 5,000,000 (or indirect shareholding of Eros Worldwide FZ LLC its equivalent in EIML fall below 60 per cent.; andanother currency or currencies) in any financial year;
(BJ) with respect of cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or
II. in and towards the prepayment (K) of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Cash Equivalent Investments on arms' length terms.
Appears in 1 contract
Samples: Third Amendment Agreement (Kronos International Inc)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no member of the Group may, either in Material Company will) enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made at any time prior to the date on which Facility A1, Facility A2 and Facility B have each been irrevocably repaid or prepaid and cancelled in full, and:
(A) made on arm’s length terms;
(B) made by any Obligor or Material Company to an Obligor; or
(C) made by any Material Company (other than an Obligor) to another member of the Group which is not an Obligor;
(ii) made in the ordinary course of trading day to day business of the disposing entity;
(iiiii) of assets (other than shares or interests where the proceeds of disposal are reinvested in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved made by any Obligor to an Obligor;
(v) made by any Material Company (other than an Obligor) to another member of the Group;
(vi) of Cash Equivalent Investments for Cash or in exchange for other Cash Equivalent Investments;
(vii) of obsolete or redundant plant, machinery or vehicles;
(viii) arising as a result of the creation of any Security that is not prohibited under Clause 22.3 (Negative pledge);
(ix) of assets to a Permitted Joint Venture;
(x) of Intellectual Property by licence to a third party on arm’s length terms;
(xi) by way of a Permitted Receivables Securitisation;
(xii) made with the prior written consent of the Majority Lenders;
(vxiii) a Permitted Monetisation Disposal; or
(xiv) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may other assets where the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess higher of the aggregate amount market value or consideration receivable (when aggregated with the higher of the proceeds of market value or consideration receivable for any other sale, lease, transfer or other disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders Group, other than any permitted under paragraphs (such consent i) to (xiii) above) does not to be unreasonably withheld exceed CHF250,000,000 (or delayedits equivalent in another currency or currencies) and purchased by in any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Financial Year.
Appears in 1 contract
Disposals. (a) Except as provided belowNo Obligor will, and each Obligor will procure that no member of the Group may, either in a single transaction or in a series of transactions and whether related or notwhich is its Subsidiary will, dispose of all or any substantial part of its assetsthe business and/or assets of, or of any shares in the capital of any Obligor or any Holding Company thereof.
(b) Paragraph Each Obligor shall not and shall procure that no other member of the Group which is its Subsidiary shall sell, transfer, lease, factor or otherwise dispose of any assets in a single transaction or a series of transactions not falling under paragraph (a) does above other than disposals made on arm's length terms and at a value which in the reasonable opinion of the management of the disposer represents fair market value for that asset, provided that the aggregate amount of disposals permitted hereunder shall not exceed 7.5 per cent of the consolidated total assets (Bilanzsumme) in any financial year of the Parent.
(c) Paragraphs (a) and (b) of this Clause 20.12 (Disposals) shall not apply to disposals of assets in connection with the funding of special purpose vehicles or trusts assuming the obligation to fulfil pension obligations of any disposalmember of the Group (commonly referred to as collateralised trust arrangements);
(d) Paragraphs (a) of this Clause 20.12 (Disposals) shall not apply to:
(i) made disposal of assets (other than shares in any member of the group) in the ordinary course of trading of the disposing entity;
(ii) application of funds in any manner not prohibited by the Finance Documents and the disposal of Cash Equivalents for cash (or vice versa) or other Cash Equivalents, and for this purpose “Cash Equivalents” shall have the meaning set out in paragraphs (b) to (f) (inclusive) of the definition of “Consolidated Cash or Cash Equivalents";
(iii) the exchange of assets (other than shares or interests in a businessany member of the Group) in exchange for other assets comparable of a similar nature and value or superior as to type, value and quality; or
(iii) constituted by a licence the sale of Intellectual Property assets on normal commercial terms for cash which is applied in or towards the purchase of similar assets within 180 days (or is committed to be so applied and is actually so applied within 360 days) provided that in either case if the entity exchanging or disposing of the relevant asset is an Obligor the entity which receives cash or owns the corresponding replacement asset will also be an Obligor in the ordinary course of same jurisdiction as the Group’s businessdisposing Obligor;
(iv) approved any disposal of assets which is required by an agreement existing as at the date of this Agreement the details of which have been disclosed to the Facility Agent prior to the date of this Agreement by the Obligors' Agent;
(v) disposals of obsolete or redundant assets (other than shares);
(vi) disposal of one or more assets between members of the Group provided that in the case of a disposal of assets in accordance with this paragraph (vi) which would otherwise be prohibited under paragraph (a) of this Clause 20.12 (Disposals), the recipient becomes a Guarantor in accordance with Clause 29.8; or
(vii) disposals made with the approval of the Majority Lenders;
(ve) Paragraph (b) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided thatthis Clause 22.12 (Disposals) shall not apply to:
(i) the application of an amount of funds permitted under Clause 22(d)(ii)) which is not material and which is applied (A) at no time may in a manner not prohibited by the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
Finance Documents and (B) with respect to any disposal of shares that results in for the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess benefit of the aggregate amount business of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML Group; or
(ii) disposals made to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any another member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due provided that if as a consequence result of such prepayment) and disposal, the immediate cancellation of recipient member becomes a corresponding amount of the Total Commitments starting Material Subsidiary such recipient will become a Guarantor in accordance with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Clause 29.8.
Appears in 1 contract
Disposals. (a) Except as provided below, No Obligor shall (and the Parent shall ensure that no other member of the Group mayGroup, either in other than a Project Finance Subsidiary, will), enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all the whole or any part of its assetsthe assets of the Group.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made the net proceeds of which are applied in prepayment and cancellation of the Facility or reinvested in the ordinary course of trading business within 12 months of the disposing entitydisposal;
(ii) made in the ordinary and usual course of trade on arm’s length commercial terms;
(iii) of assets (other than shares or interests in a business) in exchange for for, or those replaced by, other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any a disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased made by any member of the Group on bona fide arm’s length commercial terms; which is not an Obligor to another member of the Group other than a Project Finance Subsidiary;
(v) a disposal made by an Obligor to another Obligor;
(vi) a disposal made by an Obligor to another member of the Group which is not an Obligor (other than a Project Finance Subsidiary) (the Acquiring Company) provided that the aggregate amount transferred (net of the value of any assets transferred from a member of the Group which is not an Obligor to an Obligor) does not exceed US$20,000,000 (or its equivalent) in any financial year or, if in excess of that amount, the Acquiring Company simultaneously accedes to this Agreement as an Additional Guarantor in accordance with Clause 27.4 (Additional Guarantors);
II. in and towards (vii) of cash for a purpose not prohibited under the prepayment Finance Documents;
(viii) of all outstanding Loans obsolete assets not required for the operation of the businesses of the Group by any member of the Group;
(including any related interest, charges or Break Costs falling due as a consequence ix) made with the prior written consent of such prepaymentthe Majority Banks;
(x) and the immediate cancellation making of a corresponding lawful distribution;
(xi) any sale, lease, transfer or disposal which constitutes a Permitted Reorganisation; and
(xii) any sale, lease, transfer or disposal not permitted under paragraphs (i) to (xi) above provided that the aggregate amount transferred (net of the Total Commitments starting with value of any assets transferred from a member of the Available Commitments, Group which is not an Obligor to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share an Obligor) does not exceed US$20,000,000 (or its equivalent) in the Total Commitments)any financial year.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Guarantee Facility Agreement (Subsea 7 S.A.)
Disposals. (a) Except as provided belowNo Obligor will, no member and each Obligor will procure that none of the Group mayits Subsidiaries will, either in a single transaction or in a series of transactions and whether related transactions, sell, transfer, lease, licence or not, otherwise dispose of:
(a) any shares or stock in any of its Subsidiaries (other than the transfer by Tivana Holding BV of the shares in NSC to Canco expressly referred to in Schedule 11); or
(b) all or any part of its assets.
(b) Paragraph (a) does not apply to any disposalrespective assets or undertaking, other than:
(i) made (A) disposals of trading assets or (B) the expenditure of cash or (C) the sale or discounting of receivables on a non-recourse basis, in each case in the ordinary normal course of trading of the disposing entityon arm's length terms;
(ii) disposals of assets (other than shares or interests in a plant and equipment not required for the efficient operation of its business) in exchange for other assets comparable or superior as to type, value and quality; oron arm's length terms;
(iii) constituted by a licence disposals of Intellectual Property the shares of any member of the Russian Group or the disposal, on normal commercial arm's length terms and of the shares of any member of the Disposals Group or the disposal of shares in the ordinary course of Parent under the Group’s business's employee stock option schemes;
(iv) approved by disposals of assets on arm's length terms to an Obligor, provided that if the Majority Lendersconsideration for such asset (or series of related assets) exceeds euro 2,500,000 (or its equivalent in other currencies) and is left outstanding the debtor and the creditor in respect of such intercompany balance shall either be party to or shall forthwith execute and deliver to the Facility Agent a deed of accession to the Intercreditor Agreement, as Intercompany Creditor or Intercompany Debtor (as the case may be);
(v) those transfers or disposals expressly referred to in Schedule 11;
(vi) disposals which have the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders);
(vii) payments of cash due under the Finance Documents to the extent otherwise permitted under the Senior Finance Documents;
(viii) disposals of assets (not being the shares or stock of any shares held, directly Obligor or indirectly by Eros Worldwide FZ LLC any Material Operating Company) on arm's length terms not otherwise permitted under this Clause 21.8 provided that the aggregate fair market value of the assets disposed of does not exceed euro 1,000,000 (or its equivalent in EIML, provided that:other currencies) during any annual Accounting Period;
(Aix) at no time may licence arrangements permitted by Clause 21.19(c);
(x) a disposal of any of the aggregate direct or indirect shareholding shares of Eros Worldwide FZ LLC in EIML fall below 60 per cent.Mirabridge International BV; and
(Bxi) with respect a disposal by HM ZP Holdings Inc. of Peddlers Post, Inc. to any Trader Enterprises Inc. All such sales, transfers, leases or other disposals (other than under sub-paragraphs (b)(i)(B), (iv), (v) or (vii)) shall be made only for a cash consideration payable in full at the time of disposal, No Obligor incorporated or resident in Canada may make a disposal of shares a type not described in Clause 9.5(a)(I) to (IV) (inclusive) but otherwise permitted by 21.8(b)(ii), (iii), (iv), (vi), (viii), (ix) or (x) save that results such Obligor may be released from the restriction set out in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate this sentence if it prepays an amount of all proceeds the Utilisations equal to the Net Proceeds arising from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).
Appears in 1 contract
Disposals. (a) Except as provided belowNo Obligor shall, and the Company will procure that no other member of the Group maywill, (either in a single transaction or in a series of transactions and transactions, whether related or not) sell, convey, transfer or otherwise dispose of all of:
(i) any shares in Xxxxx 2, Bidco, The Energy Group Limited or any Principal Subsidiary;
(ii) any loans to or other claims on any Principal Subsidiary;
(iii) the whole or a substantial part of its the undertaking or assets of (i) the Distribution Business or (ii) the Generation Business as a whole; or
(iv) any other significant assets.
(b) Paragraph (a) does The restrictions will not apply to any disposalapply:
(i) made with respect to paragraph (a)(iii) above, to (A) the expenditure or application of cash, or (B) any disposal in the ordinary course of trading business (including by way of securitisation) or (C) any disposal where the net book value of the disposing entityassets disposed of, when aggregated with the net book value of any other assets forming part of the Distribution Business or (as the case may be) the Generation Business disposed of otherwise than in the ordinary course of operating the respective businesses in the same financial year of the Group, does not exceed 10 per cent. of the Adjusted Share Capital and Reserves at the end of the previous financial year;
(ii) to a disposal made by any member of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as the Group to type, value and qualityanother member of the Group; or
(iii) constituted with respect to paragraph (a)(iv) above, to any disposal on arm's length terms (including by a licence way of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;securitisation); or
(iv) approved by the Majority Lenders;
(v) of to any shares heldsale, directly conveyance, transfer or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) other disposal with respect to any disposal the Xxxx'x Xxxx generating facility which otherwise would infringe sub-Clause (iii) above provided none of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 parties to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct transaction is a Relevant Person or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Project Finance Subsidiary.
Appears in 1 contract
Disposals. (a) Except as provided below, The Issuer shall not (and shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset (an "Asset Disposition").
(b) Paragraph (a) above does not apply to any disposalAsset Disposition:
(i) made (A) among the Issuer and any Guarantor or (B) by a Subsidiary that is not a Guarantor to the Issuer or a Guarantor;
(ii) made in the ordinary course of trading business of the disposing entityrelevant member of the Group (including pursuant to debt-for-equity exchanges or conversions);
(iiiii) [reserved];
(iv) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iiiv) constituted effected in connection with an Acquisition permitted under Condition 11.10 (Acquisitions);
(vi) effected in connection with Qualified Securitisation Transactions;
(vii) effected in connection with Sale and Leaseback Transactions;
(viii) to or from, or which constitutes an investment in, a Permitted Joint Venture if not prohibited by Condition 11.11 (Joint Ventures);
(ix) of obsolete or redundant assets;
(x) of cash;
(xi) comprising a licence payment of Intellectual Property on normal commercial terms and dividend in the ordinary course of business and to the Group’s businessextent permitted by law and the terms of these Conditions;
(ivxii) approved by the Majority Lendersarising as a result of any circumstance set out in Condition 11.4(b) (Negative Pledge);
(vxiii) of Cash Equivalent investments for cash or in exchange for other Cash Equivalent investments of comparable or superior value and quality provided that if the Cash Equivalent investments being sold, leased, transferred or otherwise disposed of are, or are expressed to be, subject to Security the Cash Equivalent investments being acquired in exchange must be subject to equivalent Security;
(xiv) of receivables in connection with any shares held, directly or indirectly by Eros Worldwide FZ LLC Qualified Receivables Financing;
(xv) made in EIMLaccordance with the MIP;
(xvi) of assets having a Fair Market Value of less than U.S.$5 million, provided thatthat the aggregate amount of the Fair Market Value of all assets sold, leased, transferred or otherwise disposed of pursuant to this Condition 11.5(b)(xvi) shall not exceed U.S.$20 million in each financial year of the Issuer; and
(xvii) for cash made for Fair Market Value on arm's length terms provided that the Net Proceeds of such sale, lease, transfer or disposal are applied by the Issuer or a Subsidiary in accordance with the Governance Principles, within 365 days after the receipt of such Net Proceeds, to:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; andmake a capital expenditure;
(B) with respect acquire all or substantially all of the assets of, or any Capital Stock of, another business, if, after giving effect to any disposal such acquisition of shares Capital Stock, the business is or becomes a Subsidiary of the Issuer and such acquisition is otherwise not prohibited by the Trust Deed;
(C) acquire other assets that results are not classified as current assets under IFRS and such acquisition is otherwise not prohibited by the Trust Deed;
(D) redeem Notes or purchase Notes; or
(E) any combination of the foregoing.
(c) Any Net Proceeds from any Asset Disposition made pursuant to Condition 11.5(b)(xvii) but not applied in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., accordance with Condition 11.5(b)(xvii) shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds U.S.$10 million, within ten Business Days thereof, the Issuer shall make an offer (an "Asset Disposition Offer") to all proceeds from any such disposal in excess of the aggregate amount of Noteholders to purchase, prepay or redeem with the proceeds of any disposal that takes sales of assets to purchase, prepay or redeem the direct or indirect shareholding maximum principal amount of Eros Worldwide FZ LLC in EIML to 70 per cent. Notes (less plus all Taxes accrued interest on the Notes and reasonable costs the amount of all fees and expenses expenses, including premiums, incurred in connection with therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any such disposal) mustAsset Disposition Offer will be equal to 100% of the principal amount, within a period not exceeding 12 months from plus accrued and unpaid interest to the date of purchase, prepayment or redemption, and will be payable in cash. If any such disposalExcess Proceeds remain after consummation of an Asset Disposition Offer, be applied either:
I. in the acquisition of Issuer may use those Excess Proceeds for any cash generating asset approved in writing purpose not otherwise prohibited by the Majority Lenders Trust Deed or these Conditions. If the aggregate principal amount of Notes tendered in (such consent not or required to be unreasonably withheld prepaid or delayedredeemed in connection with) and such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Issuer will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by any member the Issuer so that only notes in denominations of U.S.$1,000, or an integral multiple of U.S.$1 in excess thereof, will be purchased). Upon completion of each Asset Disposition Offer, the Group on bona fide arm’s length commercial terms; oramount of Excess Proceeds will be reset at zero.
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepaymentd) The Issuer and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available CommitmentsGuarantors will comply, to the extent applicable, with the requirements of applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Condition 11.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Condition 11.5, the Issuer and possible. In each case, such prepayments the Guarantors will comply with the applicable securities laws and cancellations are regulations and will not be deemed to be applied have breached their obligations under the covenant described hereunder by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)virtue thereof.
Appears in 1 contract
Samples: Trust Deed
Disposals. (a) Except as provided belowNo Obligor shall, and the Company shall procure that no other member of the Group maywill, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets.
(b) Paragraph (a) does not apply to any disposalto:
(ia) disposals made in the ordinary course of business of the disposing entity for market value on an arm's length basis;
(b) disposals from any member of the Group to any other member of the Group;
(c) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business;
(d) the sale, transfer, loan or disposal in the ordinary course of trading of the disposing entityobsolete plant or machinery;
(iie) the creation by an Obligor or any member of the Group of a Permitted Security Interest;
(f) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed;
(g) the repayment of any monies borrowed and the payment of any dividend or distribution;
(h) a distribution of surplus assets of a member of the Group in liquidation or winding-up not involving insolvency;
(i) the application of cash in the acquisition of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and services in the ordinary course of trading of an Obligor or the relevant member of the Group’s business;
(ivj) approved by the Majority Lendersdisposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms;
(vk) disposals of property or assets otherwise than as permitted by paragraphs (a) to (j) of any shares held, directly this Clause 17.13 during the term of this Agreement so long as the aggregate book value of all such property or indirectly by Eros Worldwide FZ LLC assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in EIML, provided that:the latest audited consolidated financial statements of the Group,
(Ai) at no time may an Obligor shall ensure that it provides to the aggregate direct Banks information setting out changes in the structure of the Group and the transfer, sale or indirect shareholding disposal of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than CHF20,000,000, such information to be provided with the quarterly financial statements to be delivered under Clause 17.2, and
(Bii) with respect none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within person other than a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Group.
Appears in 1 contract
Disposals. (a) Except as provided belowNo Obligor shall, and the Company shall procure that no other member of the Group maywill, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets.
(b) Paragraph (a) does not apply to any disposalto:
(ia) disposals made in the ordinary course of business of the disposing entity for market value on an arm's length basis;
(b) disposals from any member of the Group to any other member of the Group;
(c) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business;
(d) the sale, transfer, loan or disposal in the ordinary course of trading of the disposing entityobsolete plant or machinery;
(iie) the creation by an Obligor or any member of the Group of a Permitted Security Interest;
(f) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed;
(g) the repayment of any monies borrowed and the payment of any dividend or distribution;
(h) a distribution of surplus assets of a member of the Group in liquidation or winding-up not involving insolvency;
(i) the application of cash in the acquisition of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and services in the ordinary course of trading of an Obligor or the relevant member of the Group’s business;
(ivj) approved by the Majority Lendersdisposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms;
(vk) disposals of property or assets otherwise than as permitted by paragraphs (a) to (j) of any shares held, directly this Clause 19.13 during the term of this Agreement so long as the aggregate book value of all such property or indirectly by Eros Worldwide FZ LLC assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in EIML, provided that:the latest audited consolidated financial statements of the Group,
(Ai) at no time may an Obligor shall ensure that it provides to the aggregate direct Banks information setting out changes in the structure of the Group and the transfer, sale or indirect shareholding disposal of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than euro 15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 19.2 (Financial information), and
(Bii) with respect none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within person other than a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Group.
Appears in 1 contract
Samples: Loan Agreement (Adecco Sa)
Disposals. No Obligor will and each Obligor will procure that none of its Subsidiaries will, (a) Except as provided below, no member of the Group may, either in whether by a single transaction or in a series number of related or unrelated transactions and whether related at the same time or notover a period of time) sell, transfer, lease out, lend or otherwise dispose (in each case, a “disposal”) of any of its assets or all or any part of its assets.undertaking or agree to do so. The following transactions shall not be prohibited by this Clause 17.2 (Disposals):
(b) Paragraph (a) does not apply to any disposal:
(i) made disposals of trading assets in the ordinary course of trading of the disposing entitytrading;
(iib) the application of funds (including cash) and the disposal of Cash Equivalents (other than in any manner prohibited by the Senior Finance Documents);
(c) the exchange of assets (other than shares or interests in a businessany member of the Group) in exchange for other assets which are, in the reasonable opinion of the entity effecting the acquisition, of a similar nature comparable or superior as to type, value quality and quality; orvalue;
(iiid) any disposal of assets (aa) to an Obligor, (bb) by a non-Obligor to another member of the Group or (cc) by an Obligor to a non-Obligor provided that the aggregate value of all assets disposed of by Obligors to non-Obligors in any Financial Year (including such disposal) does not exceed EUR5,000,000 (or its currency equivalent) in aggregate;
(e) any disposal of assets (other than shares in any member of the Group) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations, each on arm’s length terms;
(f) a disposal of fixed or long term assets (other than shares in any member of the Group), the Initial Disposal or any Permitted Disposals in circumstances where the Net Proceeds of disposal are applied, committed to be applied or designated by the board of directors of Bidco for application 6 months before or within 12 months after receipt of such Net Proceeds (and if committed or designated to be so applied within 12 months of receipt of such Net Proceeds, actually applied within 6 months thereafter) in the purchase of other fixed or long term assets for use in the Business or to make any Permitted Acquisition, Permitted Capital Expenditure or Permitted Reorganisations or Additional Permitted Reorganisation or are applied in prepayment of the Facilities pursuant to Clause 8.4 (Mandatory Prepayments from Receipts);
(g) any disposal of any business, assets or shares pursuant to a Permitted Reorganisation or permitted by Clause 17.1(a) (Amalgamations and Change of Business);
(h) any disposal of assets to a Joint Venture permitted by Clause 17.11 (Joint Ventures);
(i) disposals required by law or by the order of any governmental agency or authority;
(j) any disposal of assets constituted by a licence of Intellectual Property on normal commercial terms Property;
(k) any disposal of assets in accordance with the Structure Memorandum;
(l) any disposal of assets permitted under Clause 17.5 (Factoring) or 17.9 (Leasing Arrangements);
(m) disposals pursuant to the grant of leasehold interests in or licences of land and buildings where the consideration for such grant is other than by way of premium;
(n) any disposal to which the Majority Lenders shall have given their prior written consent;
(o) any disposal made between members of the Group in the ordinary course of the Group’s businessintra-Group cash pooling arrangements;
(ivp) approved by the Majority Lenders;
(v) other disposals of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may assets where the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess value of the aggregate amount assets so disposed of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member members of the Group on bona fide arm’s length commercial terms; or
II. other than in accordance with paragraphs (a) to (n) (inclusive) above in any Financial Year does not exceed EUR15,000,000 (or its currency equivalent), provided that disposals under paragraph (d) above will only be permitted so long as no Event of Default has occurred and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)is continuing.
Appears in 1 contract
Samples: Loan Agreement (Elster Group SE)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or (each a “disposal”) any part of its assetsasset.
(b) Paragraph (a) above does not apply to any disposal:
(i) of stock made in the ordinary course of trading of the disposing entity;
(ii) of cash:
(A) for the acquisition on arm’s length terms of assets permitted or required under this Agreement; or
(B) for any other than shares purpose not prohibited under this Agreement;
(iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge);
(iv) of an obsolete or interests in a redundant asset which is no longer required for the purposes of the business;
(v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location;
(vi) by a member of the Group to another member of the Group which is a wholly owned Subsidiary of the Parent;
(vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent;
(viii) where the market value (when aggregated with the market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed [***] per cent. of Total Assets in any financial year of the Company; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(ivix) approved by the Majority Lenders;,
(vx) in respect of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess a Subsidiary which becomes a member of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from Group after the date of any such disposalthis Agreement, be applied either:
I. in of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any cash generating asset approved case referred to in writing by paragraph (vi)) made on arm’s length terms for full market value and would not (in each case) have a Material Adverse Effect. *** Confidential material redacted and filed separately with the Majority Lenders Commission.
(such consent not c) Nothing in paragraphs (b)(i) to be unreasonably withheld (v), (vii), (viii) or delayed(ix) and purchased permits the disposal by any member of the Group on bona fide arm’s length commercial terms; orof any shares in a Guarantor.
II. in and towards (d) For the prepayment purposes of all outstanding Loans (including any related interestClause 22.5(b)(vi), charges or Break Costs falling due as Asturiana de Zinc, S.A. will be considered a consequence of such prepayment) and the immediate cancellation of a corresponding amount wholly owned Subsidiary of the Total Commitments starting with Parent provided the Available CommitmentsParent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).S.A.
Appears in 1 contract
Samples: Multicurrency Loan Facility Agreement (Xstrata PLC)
Disposals. (a) Except as provided in paragraph (b) below, no Obligor will, and each Obligor will procure that no member of the Group mayGroup, either in a single transaction or in a series of transactions and whether related voluntarily or notinvoluntarily, sell, transfer, grant or lease or otherwise dispose of all or any part of its assets.
(b) Paragraph (a) does not apply to any disposalto:
(i) until a Release Condition Date (or at any time thereafter, if an Investment Downgrading Date occurs, from the Investment Downgrading Date until a Release Condition Date occurs again), any disposal of assets (other than the VE Shares referred to in paragraph (viii) below) which is made for full market value and for cash payable at the time of the disposal, where an amount equal to the Net Proceeds of which (if the asset is an Asset) are applied in accordance with and subject to the provisions of the terms of Clause 7 (Prepayment and Cancellation), provided that in the case of any such disposal of an Asset:
(A) (other than in the case of any disposal of the shares in, assets or business of any member of the VUE Group or the Music Group) (x) up to 30 per cent. of the purchase consideration for such disposal may be on terms that defer its payment for up to one year from the date of such disposal and/or (y) (other than in the case of the Games Disposal) up to 30 per cent. of the purchase consideration may be in the form of valuable non-cash consideration payable at the time of that disposal and provided further that the aggregate amount of the purchase consideration in respect of such disposals so deferred and/or paid by non-cash consideration does not exceed E350,000,000 throughout the term of this Agreement; and
(B) (in the case of any disposal of the shares in, assets or business of any member of the VUE Group or the Music Group) up to 35 per cent. of the purchase consideration for such disposal may be in the form of valuable non-cash consideration and on terms that defer its payment for no more than two years from the date of such disposal, and after a Release Condition Date, any disposal of assets (other than the VE Shares referred to in paragraph (viii) below) which is made in the ordinary course of trading business of the disposing entity;entity or for full market value and on normal commercial terms; or
(ii) a disposal of assets any asset with a market value of E30,000,000 (or equivalent in other than shares currencies) or interests in a business) in exchange for other assets comparable or superior as to type, value and qualityless; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and disposal in the ordinary course of business or trading of the Group’s business;disposing entity of stock in trade, business inventories, fixtures and fittings, furniture and other office equipment; or
(iv) approved Relevant Intra Group Disposals or the disposal of any VUE Loan by VCNA, VUHIC or the Company to VUE Borrower Co. permitted under this Agreement or the disposal of any VUE Loans as permitted by the Majority Lenders;VUE Loan Assignment Agreement; or
(v) disposals of any shares heldsurplus, directly obsolete or indirectly by Eros Worldwide FZ LLC in EIML, provided that:redundant plant and equipment; or
(Avi) at no time may the aggregate direct or indirect shareholding expenditure of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results cash in the aggregate direct ordinary course of business or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. trading (less all Taxes and reasonable costs and expenses incurred other than in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing transaction or operation which is prohibited by the Majority Lenders terms of this Agreement) or the disposal of permitted cash equivalents for cash or in exchange for other cash equivalents; or
(such consent not vii) disposals pursuant to be unreasonably withheld Restricted Transactions permitted by Clause 19.13 (Transactions similar to security), leasing transactions permitted by Clause 19.16 (Leasing) pursuant to transactions permitted by Clause 19.18 (Mergers and acquisitions), or delayedClause 19.20 (Dividends and distributions) or Permitted Joint Venture; or
(viii) the VE Shares Disposal, the Games Disposal, any Canal + Disposal or (subject to the provisions of Clause 7.7 (Mandatory prepayment from VE Shares Disposal)) the disposal of the VE Shares pursuant to the VE Call Option and purchased for cash payable at the time of the disposal; or
(ix) the VUE Excluded Disposals or a disposal by any member of the VUE Group on bona fide arm’s length commercial termsin respect of or permitted by any VUE Bridge Refinancing or VUE Incremental Indebtedness; or
II. in and towards the prepayment (x) disposal of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, Cegetel Shares to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied the Company is bound by drag along obligations in respect of the Facility Agent between same in favour of the Lenders according under the Non Recourse Financing the proceeds of which are prepaid in accordance with the provisions of Clause 7 (Prepayment and Cancellation); or
(xi) any disposal by a member of the Group (other than by an Obligor or a Material Subsidiary) where such disposal does not have nor could be reasonably expected to each Lender’s Pro Rata Share in have a Material Adverse Effect or to jeopardise the Total Commitments)guarantees given to the Lenders under the Finance Documents or the Lenders' security under the Security Documents.
Appears in 1 contract
Disposals. No Obligor will and each Obligor will procure that none of its Subsidiaries will, (a) Except as provided below, no member of the Group may, either in whether by a single transaction or in a series number of related or unrelated transactions and whether related at the same time or notover a period of time) sell, transfer, lease out, lend or otherwise dispose of any of its assets or all or any part of its assets.
(b) Paragraph (a) does undertaking or agree to do so. The following transactions shall not apply to any disposalbe prohibited by this Clause:
(i) made in the ordinary course of trading of the disposing entity;
(ii) disposals of assets (other than shares or interests in a businessany member of the Group) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of trading;
(ii) the disposal of cash and Cash Equivalents in the ordinary course of business to the extent not otherwise prohibited by the Senior Finance Documents;
(iii) the exchange of assets (other than shares in any member of the Group’s business) for other assets of a similar nature and value;
(iv) approved any disposal of assets (other than shares in any member of the Group) by a member of the Majority LendersGroup to an Obligor (other than an Excluded Group Member);
(v) any disposal of assets (other than shares in any member of the Group) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations;
(vi) any disposal to which the Majority Banks shall have given their prior written consent;
(vii) disposals of assets between wholly-owned Subsidiaries of the Parent neither of which is an Obligor or an Excluded Group Member;
(viii) disposals permitted by Clause 16.3(d) (Negative Pledge), 16.3(e) (Factoring), 16.3(h) (Loans) and 16.3(i) (Leasing Agreements);
(ix) any disposal of shares in any member of the Group which is a Subsidiary of UK Newco 3 by a member of the Group to UK Newco 3 or an Obligor which is a Subsidiary of UK Newco 3, provided that where the shares disposed of are shares in a member of the Group incorporated in England and Wales and the transferee is incorporated in a state of the United States of America, the consent in writing of the Majority Banks will be required for the disposal of such shares;
(x) the disposal of all of the assets of Luxco (including all of the shares owned by Luxco in US Newco 1) to UK Newco 5 immediately prior to the liquidation of Luxco provided that immediately following such disposal UK Newco 5 enters into Security Documents (to the extent required) in form and substance satisfactory to the Security Agent for the purpose of charging all such assets in favour of the Security Agent and shall have taken all reasonable steps necessary to maintain, create, perfect and register such security and deliver to the Security Agent such evidence as the Security Agent shall require of the due execution of any such Security Documents, together with a legal opinion (if required) satisfactory to the Security Agent;
(xi) disposals (other than in accordance with sub-paragraphs (i) to (ix) above) to persons not being members of the Group of assets (other than Material Intellectual Property which would be required to conduct the Business following such disposal or shares heldof any member of the Group which owns any such Material Intellectual Property), directly where the gross value of all assets disposed of after the date hereof does not exceed £45,000,000 (or indirectly its Other Currency Equivalent) in any Financial Year and in aggregate does not exceed £125,000,000 (or its Other Currency Equivalent) prior to repayment or prepayment of all the Facilities. For the purposes of this sub-paragraph (ix) the value of an asset means the higher of its book value and its fair market value (in the latter case determined by Eros Worldwide FZ LLC reference to the cash and/or fair market value of any assets received as consideration for the disposal). Any disposal made pursuant to this sub-paragraph must be made at full market value; and
(xii) disposals or satisfaction of intra-group receivables in EIMLconnection with the Recapitalisation pursuant to the Recapitalisation Assignment Agreements, provided that:
(A) at disposals under sub-paragraphs (iv), (ix), (x) and (xi) above will only be permitted so long as no time may the aggregate direct Event of Default or indirect shareholding Potential Event of Eros Worldwide FZ LLC in EIML fall below 60 per cent.Default has occurred and is continuing; and
(B) any asset disposed of in accordance with respect sub-paragraphs (iv), (ix) and (x) above which is subject to any a Security Interest at the time of disposal of shares that results in shall be subject to equivalent security under a Security Document following disposal and the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess relevant Subsidiary of the aggregate amount Parent shall take all steps necessary to create, perfect or register such security and shall deliver to the Security Agent such evidence as the Security Agent shall require of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member due execution of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans relevant Security Document together with a legal opinion (including any related interest, charges or Break Costs falling due as a consequence of such prepaymentother than an English legal opinion) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable reasonably necessary in form and possible. In each case, such prepayments and cancellations are substance satisfactory to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Security Agent.
Appears in 1 contract
Disposals. (a) Except as provided permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group may, either will) whether in a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) of assets made in the ordinary course of trading of the disposing entityentity and on arm’s length terms;
(ii) of assets any asset by a member of the Group (the “Disposing Company”), other than shares in another member of the Group, to another member of the Group (the “Acquiring Company”), provided that if either:
(A) the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor and if the asset being disposed of or interests transferred was subject to Transaction Security must give equivalent Transaction Security over the asset concerned, unless the disposal is permitted by paragraph (B) below; or
(B) the Disposing Company is an Obligor and the Acquiring Company is not an Obligor, the market value of the assets so disposed of (when aggregated with the market value of all other assets disposed of pursuant to this paragraph (b)(ii)(B)) does not exceed €25,000,000 (or its equivalent in other currencies) in any financial year of the Company;
(iii) of obsolete, surplus or redundant vehicles, plant, machinery or equipment or real estate not required for the operation of the business of the Group, in each case, on arm’s length terms;
(iv) of cash or Cash Equivalent Investments where that disposal is not otherwise prohibited by the Senior Finance Documents;
(v) arising as a businessresult of any Security permitted under Clause 25.10 (Negative pledge);
(vi) of assets that do not form all, or any part of any Core Assets (including shares of any member of the Group that is not part of the Core Assets) for cash on arm’s length terms where the net proceeds of disposal are contracted to be used within 12 months of receipt of such proceeds to purchase or invest in assets to be used in the business of the Group and are so used within 18 months of such date or are applied in prepayment in accordance with the provisions of paragraph (b) of Clause 11.8 (Disposal, Insurance, Report and Flotation Proceeds);
(vii) disposals of assets (not including shares in, or the business of, a member of the Group or any interest in any Joint Venture or any material Intellectual Property) in exchange for or for investment in other assets which are comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and quality for use in the ordinary course of the Group’s business;
(ivviii) approved by of assets with the consent of the Majority Lenders;
(vix) of assets to a Joint Venture permitted pursuant to Clause 25.8 (Joint Ventures);
(x) forming part of a Permitted Reorganisation;
(xi) constituting dealings with trade debtors with respect to book debts in the ordinary course of trading;
(xii) of the shares of any shares held, directly Holdco or indirectly by Eros Worldwide FZ LLC in EIML, provided thatthe Target either:
(A) (at no time may any time) which is the aggregate direct or indirect shareholding subject of Eros Worldwide FZ LLC in EIML fall below 60 per cent.a Flotation provided the Flotation Proceeds are applied as required by Clause 11.8 (Disposal, Insurance, Report and Flotation Proceeds); andor
(B) with respect (if a delisting of the Target Shares from the Copenhagen Stock Exchange has not occurred) at any time after the Quarter Date on which the Debt Cover ratio of the Group is less than 3.75:1 provided that on such date and on the date of disposal the Company does not have any outstanding Utilisations;
(xiii) of assets pursuant to any sale and leaseback transaction where the net consideration receivable (when aggregated with the net consideration receivable for any other disposal by a member of shares the Group pursuant to a sale and leaseback transaction) does not exceed €75,000,000 (or its equivalent in other currencies) in any financial year of the Company;
(xiv) the sale or discounting of receivables on arm’s length terms and in compliance with the terms of the Senior Finance Documents, provided that results if the programmes or arrangements pursuant to which such sales were effected exceed in aggregate €200,000,000 (or its equivalent in other currencies) at any time such excess net proceeds of such disposal are applied (where required) in prepayment of the Facilities pursuant to Clause 11 (Prepayment and Cancellation);
(xv) constituted by way of a licence of Intellectual Property, provided that (in the aggregate direct case of any exclusive licence) such Intellectual Property is not required for the operation of the business of the Group;
(xvi) a lease or indirect shareholding licence of Eros Worldwide FZ LLC real property in EIML being between 60 the ordinary course of business (which shall not include masts or the real property on which they are situated) provided that such real property is not required for the business of the Group;
(xvii) of any asset pursuant to 70 per cent.a contractual arrangement existing at the Closing Date;
(xviii) an assignment by the Company to the Target of rights under any Tender documents which occurs no later than four months after the Closing Date;
(xix) of any interest in any Treasury Transaction for cash provided that immediately following any such sale, transfer or disposal the provisions of Clause 25.27 (Hedging Arrangements and Treasury Transactions) are complied with;
(xx) of any of the marketable securities portfolio owned by the Target Group at the Closing Date;
(xxi) of Equity Funded Target Shares;
(xxii) of assets for cash on arm’s length terms where the net consideration receivable (when aggregated with the net consideration receivable for any other sale, lease, transfer or other disposal by the Group not allowed under the preceding paragraphs (i) to (xxi)) does not exceed €50,000,000 (or its equivalent in other currencies) in any financial year of the Company (as the same may be increased as a result of the operation of sub-paragraph (n)(iii) of Clause 1.2 (Construction)), provided that the aggregate amount of all proceeds from any such disposal in excess of net consideration receivable when aggregated with the aggregate amount of such net consideration receivable for any other disposal permitted under this paragraph (xxii) does not exceed €300,000,000 (or its equivalent in other currencies) in total at any time during the life of this Agreement. Disposals which give rise to an obligation to apply the proceeds of any that disposal in full or partial prepayment of the Facilities pursuant to Clause 11 (Prepayment and Cancellation) must be on terms that takes the direct or indirect shareholding consideration payable in respect of Eros Worldwide FZ LLC in EIML the asset(s) being disposed of is for an amount equal to 70 at least 85 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) mustcash payable, within a period not exceeding 12 months from no later than the date of any such the relevant disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).
Appears in 1 contract
Samples: Senior Facilities Agreement (Nordic Telephone CO ApS)
Disposals. (a) Except as provided belowNo Obligor shall, and the Company shall procure that no other member of the Group maywill, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its assets.
(b) Paragraph (a) above does not apply to any disposalto:
(i) disposals made in the ordinary course of business of the disposing entity for market value on an arm’s length basis;
(ii) disposals from any member of the Group to any other member of the Group;
(iii) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business;
(iv) the sale, transfer, loan or disposal in the ordinary course of trading of the disposing entityobsolete plant or machinery;
(iiv) the creation by an Obligor or any member of the Group of a Permitted Security Interest;
(vi) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed;
(vii) the repayment of any monies borrowed and the payment of any dividend or distribution;
(viii) a distribution of surplus assets of a member of the Group in liquidation or winding up not involving insolvency;
(ix) the application of cash in the acquisition of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and services in the ordinary course of trading of an Obligor or the relevant member of the Group’s business;
(ivx) approved by the Majority Lendersdisposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms;
(vxi) disposals of property or assets otherwise than as permitted by paragraphs (i) to (x) of any shares heldthis Clause 16.13 during the term of this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided Provided that:
(A) at no time may an Obligor shall ensure that it provides to the aggregate direct Banks information setting out changes in the structure of the Group and the transfer, sale or indirect shareholding disposal of Eros Worldwide FZ LLC in EIML fall below 60 per cent.property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than €15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 16.2 (Financial information); and
(B) with respect none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within person other than a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Group.
Appears in 1 contract
Samples: Credit Agreement (Adecco Sa)
Disposals. (a) Except as provided below, No Obligor shall (and the Borrower shall ensure that no member of the Group may, either in Consolidated Material Company will) enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsan asset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of any surplus, obsolete or redundant asset or assets which are not material to the efficient operation of the business of the disposing entity (other than shares or interests in a businessany real estate property); Senior Secured Credit Facility Agreement
(iii) in exchange of assets exchanged within six (6) months of such disposal for other assets comparable or superior as to type, value and quality; or
(iii) constituted by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s business;
(iv) approved made by the Majority Lendersone Consolidated Material Company to any other Consolidated Material Company or to an Obligor;
(v) (subject to paragraph (c) below) made between or among Obligors, provided that such disposal takes place without prejudice to any Security existing over the asset or assets disposed of;
(vi) of cash or marketable debt instruments held as investments on terms not otherwise prohibited by this Agreement;
(vii) by way of sale and leaseback by an Obligor or Consolidated Material Company of any shares heldasset (which is not subject to the Transaction Security) where the value of the assets sold and leased back pursuant to all such transactions does not exceed in the aggregate KRW100,000,000,000 or its equivalent;
(viii) of assets not subject to the Transaction Security for the purpose of making any investment or acquisition permitted to Clause 21.22 (Acquisitions) provided that where the consideration for any investment or acquisition comprises the WiBro (Wireless Broadband) licence, the company in which the investment is made is at least 50% owned directly or indirectly by Eros Worldwide FZ LLC the Borrower; or
(ix) of assets on ordinary commercial terms by an Obligor or Consolidated Material Company where the value of the assets disposed of pursuant to all such transactions does not exceed in EIMLthe aggregate KRW50,000,000,000 in any financial year of the Borrower.
(c) Notwithstanding anything in this Clause 21.25 (Disposals) or any other provision of this Agreement to the contrary, the Borrower and Thrunet shall each be permitted to enter into a single or series of securitisation transactions (whether effected under the Act Concerning Asset-Backed Securitisation law number 5555 (as amended) or otherwise) pursuant to which the Borrower and/or Thrunet (as applicable) shall be permitted to sell, entrust or otherwise dispose of assets for the purposes of such securitisation provided that:
(Ai) at no time in the case of Thrunet, any proceeds received by Thrunet from any such securitisation transaction or transactions (and in particular from the sale, entrustment or disposal of such assets in connection with such securitisation transaction or transactions) shall be used for the sole purpose of repaying or prepaying the corporate bonds or other debt instruments (if any) issued to the Borrower by Thrunet as part of the consideration for the Thrunet Acquisition provided that Thrunet, as originator, may use a portion of such proceeds to purchase or otherwise acquire a subordinated interest in such securitisation transaction or transactions for the aggregate direct or indirect shareholding purpose of Eros Worldwide FZ LLC in EIML fall below 60 per cent.credit enhancement; andand Senior Secured Credit Facility Agreement
(Bii) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding case of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent.the Borrower, the aggregate principal amount of Financial Indebtedness raised by the Borrower at any time pursuant to all proceeds from any such disposal in excess transactions shall not exceed KRW70,000,000,000; for the avoidance of doubt no account shall be taken of the aggregate amount of the proceeds of any disposal that takes the direct Borrower’s subordinated interest or indirect shareholding of Eros Worldwide FZ LLC residual claim in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence respect of such prepayment) and the immediate cancellation assets disposed of a corresponding amount of the Total Commitments starting with the Available Commitments, pursuant to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)transactions.
Appears in 1 contract
Samples: Loan Agreement (Hanarotelecom Inc)
Disposals. (a) Except as provided below, The Issuer shall not (and shall ensure that no other member of the Group may, either in will) enter into a single transaction or in a series of transactions and (whether related or notnot and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset (an "Asset Disposition").
(b) Paragraph (a) above does not apply to any disposalAsset Disposition:
(i) made (A) among Subsidiaries or (B) by a Subsidiary to the Issuer;
(ii) made in the ordinary course of trading business of the disposing entityrelevant member of the Group (including pursuant to debt-for-equity exchanges or conversions);
(iiiii) [reserved];
(iv) of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or;
(iiiv) constituted effected in connection with an Acquisition permitted under Condition 10.10 (Acquisitions);
(vi) effected in connection with Qualified Securitisation Transactions;
(vii) effected in connection with Sale and Leaseback Transactions;
(viii) to or from, or which constitutes an investment in, a Permitted Joint Venture if not prohibited by Condition 10.11 (Joint Ventures);
(ix) of obsolete or redundant assets;
(x) of cash;
(xi) comprising a licence payment of Intellectual Property on normal commercial terms and dividend in the ordinary course of business and to the Group’s businessextent permitted by law and the terms of these Conditions;
(ivxii) approved by the Majority Lendersarising as a result of any circumstance set out in Condition 10.4(b) (Negative Pledge);
(vxiii) of Cash Equivalent investments for cash or in exchange for other Cash Equivalent investments of comparable or superior value and quality provided that if the Cash Equivalent investments being sold, leased, transferred or otherwise disposed of are, or are expressed to be, subject to Security the Cash Equivalent investments being acquired in exchange must be subject to equivalent Security;
(xiv) of receivables in connection with any shares held, directly or indirectly by Eros Worldwide FZ LLC Qualified Receivables Financing;
(xv) made in EIMLaccordance with the MIP;
(xvi) of assets having a Fair Market Value of less than U.S.$5 million, provided thatthat the aggregate amount of the Fair Market Value of all assets sold, leased, transferred or otherwise disposed of pursuant to this Condition 10.5(b)(xvi) shall not exceed U.S.$20 million in each financial year of the Issuer; and
(xvii) for cash made for Fair Market Value on arm's length terms provided that the Net Proceeds of such sale, lease, transfer or disposal are applied by the Issuer or a Subsidiary in accordance with the Governance Principles, within 425 days after the receipt of such Net Proceeds, to:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; andmake a capital expenditure;
(B) with respect acquire all or substantially all of the assets of, or any Capital Stock of, another business, if, after giving effect to any disposal such acquisition of shares Capital Stock, the business is or becomes a Subsidiary of the Issuer and such acquisition is otherwise not prohibited by the Trust Deed;
(C) acquire other assets that results are not classified as current assets under IFRS and such acquisition is otherwise not prohibited by the Trust Deed;
(D) redeem or purchase Notes or Trading Co Bonds; or
(E) any combination of the foregoing.
(c) Any Net Proceeds from any Asset Disposition made pursuant to Condition 10.5(b)(xvii) but not applied in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., accordance with Condition 10.5(b)(xvii) shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds U.S.$10 million, within ten Business Days thereof, the Issuer shall make an offer (an "Asset Disposition Offer") to all proceeds from any such disposal in excess of the aggregate amount of Noteholders to purchase, prepay or redeem with the proceeds of any disposal that takes sales of assets to purchase, prepay or redeem the direct or indirect shareholding maximum principal amount of Eros Worldwide FZ LLC in EIML to 70 per cent. Notes (less plus all Taxes accrued interest on the Notes and reasonable costs the amount of all fees and expenses expenses, including premiums, incurred in connection with therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any such disposal) mustAsset Disposition Offer will be equal to 100% of the principal amount, within a period not exceeding 12 months from plus accrued and unpaid interest to the date of purchase, prepayment or redemption, and will be payable in cash. If any such disposalExcess Proceeds remain after consummation of an Asset Disposition Offer, be applied either:
I. in the acquisition of Issuer may use those Excess Proceeds for any cash generating asset approved in writing purpose not otherwise prohibited by the Majority Lenders Trust Deed or these Conditions. If the aggregate principal amount of Notes tendered in (such consent not or required to be unreasonably withheld prepaid or delayedredeemed in connection with) and purchased by any member of such Asset Disposition Offer exceeds the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of Excess Proceeds, the Total Commitments starting Issuer will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Available CommitmentsIssuer so that only notes in denominations of U.S.$1,000, or an integral multiple of U.S.$1 in excess thereof, will be purchased). Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero.
(d) The Issuer will comply, to the extent applicable, with the requirements of applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Condition 10.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Condition 10.5, the Issuer will comply with the applicable securities laws and possible. In each case, such prepayments regulations and cancellations are will not be deemed to be applied have breached their obligations under the covenant described hereunder by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)virtue thereof.
Appears in 1 contract
Samples: Trust Deed
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(ii) of assets which are obsolete;
(iii) which is made from any Obligor to another Obligor;
(iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(v) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiivi) constituted by which is a Permitted Affiliate Transaction;
(vii) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivviii) approved by made with the prior written consent of the Majority Lenders;
(vix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 10,000,000 (or its equivalent in EIML, provided that:another currency or currencies) in any financial year;
(Ax) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interestwhich is not an Obligor as equity payment, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding it being understood, however, that payments to Unterstutzungskasse Kronos Titan GmbH up to an aggregate amount of the Total Commitments starting with the Available CommitmentsEUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, to the extent applicable and possible. In each case, provided that such prepayments and cancellations are to be applied disposal is not otherwise prohibited by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)this Agreement; and
(xi) of Cash Equivalent Investments on arms' length terms.
Appears in 1 contract
Disposals. (a) Except as provided belowit will not and will procure that none of its Subsidiaries will sell, no member transfer, lease, surrender, lend or otherwise dispose of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all whole or any part of its assets.present or future undertakings, assets or revenues whether by one or a series of transactions related or not (or enter into any binding commitment to do any of the same (whether conditional or otherwise)) (each a "disposal") except for:
(a) the disposal of stock-in-trade in the ordinary course of day to day trading;
(b) Paragraph (a) any disposal for cash on arm's length terms where the aggregate of the greater of the consideration and the market value of all such disposals does not apply exceed (pound)10,000,000 (or its equivalent) provided that the Net Proceeds of such disposal are applied as (and to the extent) required by clause 8.6.4; and
(c) any disposaldisposal by:
(i) made a member of the Group to a member of the Guarantor Group; and
(ii) a member of the Non-Guarantor Group to another member of the Non-Guarantor Group, but so that in each case where any such asset is shares, other ownership interests in any person or entity, real property or real estate (or related insurance policies), receivables (including intra-Group debts) or, in each case, rights or claims in respect of any such asset and is subject or is expressed to be subject to an Encumbrance pursuant to any Security Document such disposal shall only be permitted either where the Agent is satisfied that the guarantee given by the disposee of the obligations of the Obligors under the Finance Documents is not limited to a greater extent than that given by the disposer and that either (A) such Encumbrance is not prejudiced as a result of such disposal or (B) the asset concerned becomes subject to a fully enforceable, legally binding Encumbrance in favour of the Common Security Trustee and the other Finance Parties substantially equivalent to or better than such other Encumbrance or with the consent of the Agent (acting on the instructions of the Majority Banks);
(d) dealings with trade debtors with respect to book debts in the ordinary course of trading of the disposing entitytrading;
(iie) disposals of assets (other than shares or interests in a business) in exchange for other assets comparable or superior as to type, value and quality; or
(iii) constituted cash on arm's length terms not otherwise prohibited by a licence of Intellectual Property on normal commercial terms and in the ordinary course of the Group’s businessBank Finance Documents;
(ivf) approved disposals which constitute investments permitted by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.clause 12.2.6(b); and
(Bg) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing disposals permitted by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial terms; or
II. in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments).clause 12.1.24
Appears in 1 contract
Samples: Restructuring Deed (Cordiant Communications Group PLC /Adr)
Disposals. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group maywill), either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all any Equity Interests or Equity Rights in any part member of its assetsthe Group, and including any issue of any Equity Interests or Equity Rights in any member of the Group other than the Company or make any other Disposal.
(b) Paragraph (a) above does not apply to any disposalDisposal:
(i) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than shares or interests in which is a business) in exchange for other assets comparable or superior as to type, value and quality; orProposed Disposal;
(iii) constituted where the higher of the market value (as determined in good faith by the relevant Obligor) or consideration receivable (when aggregated with the higher of the market value (as determined in good faith by the relevant Obligor) or consideration receivable for any other Disposal, other than any permitted under paragraphs (i) and (ii) above) does not exceed $10,000,000 (or its equivalent in another currency or currencies) or such higher amount as may be agreed by the Majority Lenders in any financial year;
(iv) of a licence Permitted Investment;
(v) for cash of Intellectual Property on normal commercial terms and obsolete or worn out assets in the ordinary course of business of the Group’s disposing entity;
(vi) which is a transaction permitted by Clause 21.22 (Restricted Investments);
(vii) between Unconditional Obligors;
(viii) which is a licence or a lease of intellectual property entered into in the ordinary course of business;
(ivix) approved by the Majority Lenders;
(v) of any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect a Guarantor to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any another member of the Group on bona fide arm’s length commercial termsof any asset with a market value (as determined in good faith by the relevant Guarantor) or consideration receivable of less than $10,000,000 in aggregate;
(x) by a member of the Group which is not a Guarantor to any other member of the Group; or
II. in and towards (xi) where the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence net proceeds of such prepaymentDisposal to be received in cash are sufficient to repay in full all amounts outstanding under the Facility Documents and are applied to repay in full all amounts outstanding under the Facility Documents immediately on receipt. provided that any Disposal permitted by paragraphs (ii) and (iii) above (other than as permitted in the immediate cancellation letter referred to in the definition of a corresponding amount Proposed Disposals) shall be made for fair value and on terms that on the completion of such transaction the relevant member of the Total Commitments starting with Group will receive cash in an amount equal to at least 90% or, in the Available Commitmentscase of transactions completing while the Tranche A Loans have not been fully repaid, 75% of the maximum total consideration payable in respect of that transaction, and any consideration not paid in cash on completion will be payable prior to the extent applicable Final Maturity Date and possible. In each case, provided further that any cash consideration from such prepayments and cancellations are to transactions shall be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitmentsaccordance with Clause 7 (Prepayment and Cancellation).
Appears in 1 contract
Samples: Facility Agreement (Centerpulse LTD)
Disposals. (a) Except None of the Obligors shall enter into a single transaction or a series of transactions (whether related or not and whether as provided belowa means of raising Financial Indebtedness or of financing an acquisition) and whether voluntary or involuntary to sell, no lease, transfer or otherwise dispose of (whether on terms whereby the relevant asset may be leased to or re-acquired or otherwise):
(i) the trademark “OZON” or “OZON Travel”;
(ii) the internet domain “xxxx.xx”;
(iii) any Shares in the Borrower or Ozon Holding; or
(iv) any fixed asset of any member of the Group mayhaving a balance sheet value which, either in a single transaction when aggregated with the balance sheet value of each other asset of the Group, represents fifteen per cent. (15%) or in a series more of transactions and whether related or not, dispose the aggregate balance sheet value of all or any part fixed assets of its assetsthe Group.
(b) Paragraph (a) above does not apply to any disposalto:
(i) made in the ordinary course of trading sale and lease-back of the disposing entityXxxxxxxx Warehouse, provided that the same is effected on arm’s length basis and for fair market value;
(ii) the disposal of assets (other than shares Shares in LitRes provided that the same is effected on an arm’s length basis and for consideration the amount of which is equal to or interests exceeds the balance sheet value of such Shares, as set out in a business) in exchange for other assets comparable or superior as to type, value and quality; orOHL’s most recent audited consolidated financial statements;
(iii) constituted by a licence the disposal of Intellectual Property on normal commercial terms and Shares in the ordinary course of the Group’s businessOHL;
(iv) any sale, transfer or other disposal of any asset contemplated in sub-paragraph (a)(iv) above provided that the terms of such sale, transfer or other disposal have been approved in advance by the Majority Lenders;
Agent and the amount by which consideration receivable therefor (v) of after deducting any shares held, directly or indirectly by Eros Worldwide FZ LLC in EIML, provided that:
(A) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes applicable thereto and reasonable costs and transaction expenses incurred in connection therewith), when aggregated with all other consideration received at any such disposal) must, within a period not exceeding 12 months from time after the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased this Agreement by any member of the Group on bona fide arm’s length commercial termsin respect of each other sale, transfer or other disposal of any asset contemplated in sub-paragraph (a)(iv) above (after deducting any Taxes applicable thereto and transaction expenses incurred in connection therewith), exceeds fifteen per cent. (15%) or more of the aggregate balance sheet value of all fixed assets of the Group is applied in prepayment of the Loan in such manner as may be agreed by the Agent; or
II. (v) any other disposal approved in and towards the prepayment of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied writing in advance by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Agent.
Appears in 1 contract
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(ii) of assets which are obsolete;
(iii) which is made from any Obligor to another Obligor;
(iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(v) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiivi) constituted by which is a Permitted Affiliate Transaction;
(vii) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivviii) approved by made with the prior written consent of the Majority Lenders;
(vix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC other disposal, other than any permitted under paragraphs (i) to above) does not exceed EUR 5,000,000 (or its equivalent in EIML, provided that:another currency or currencies) in any financial year;
(Ax) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is not an Obligor as equity payment, it being understood, however, that payments to Unterstutzungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or
II. in and towards the prepayment (xi) of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Cash Equivalent Investments on arms' length terms.
Appears in 1 contract
Samples: Second Amendment Agreement (Kronos International Inc)
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity;
(ii) of assets which are obsolete;
(iii) which is made from any Obligor to another Obligor;
(iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other than shares assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or interests its equivalent in a businessany other currency or currencies);
(v) of assets in exchange for other assets comparable or superior as to type, value and quality; or;
(iiivi) constituted by which is a Permitted Affiliate Transaction;
(vii) made in connection with the granting of a non-exclusive licence of to use any Intellectual Property on normal commercial terms and in the ordinary course owned by members of the Group’s Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business;
(ivviii) approved by made with the prior written consent of the Majority LendersXxxxxxx;
(vix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any shares heldother sale, directly lease, transfer or indirectly by Eros Worldwide FZ LLC other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in EIML, provided that:another currency or currencies) in any financial year;
(Ax) at no time may the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML fall below 60 per cent.; and
(B) with respect cash other than by way of a payment to any disposal of shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group on bona fide arm’s length commercial termswhich is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or
II. in and towards the prepayment (xi) of all outstanding Loans (including any related interest, charges or Break Costs falling due as a consequence of such prepayment) and the immediate cancellation of a corresponding amount of the Total Commitments starting with the Available Commitments, to the extent applicable and possible. In each case, such prepayments and cancellations are to be applied by the Facility Agent between the Lenders according to each Lender’s Pro Rata Share in the Total Commitments)Cash Equivalent Investments on arms' length terms.
Appears in 1 contract
Samples: Third Amendment Agreement (Kronos International Inc)
Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, either in enter into a single transaction or in a series of transactions and (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any part of its assetsasset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:
(i) of assets (other than the Key Properties and shares in any Obligor) made in the ordinary course of trading of the disposing entity;
(ii) of assets (other than the Key Properties and shares or interests in a businessany Obligor) in exchange for other assets comparable or superior as to type, value type and quality; or;
(iii) constituted by a licence of Intellectual Property on normal commercial terms assets (other than Key Properties and shares in any Obligor) which are obsolete for the ordinary course purpose for which such assets are normally utilised or which are no longer required for the purpose of the Group’s businessBusiness;
(iv) approved of assets (including, without limitation, the Key Properties) by any member of the Majority LendersGroup to an Obligor provided that if such disposal is prior to the Security Release Date and is of assets which are secured pursuant to a Security Document immediately prior to such disposal it remains secured under a Security Document immediately after such disposal;
(v) of assets from a member of the Group which is not an Obligor to any shares held, directly other member of the Group;
(vi) of cash or indirectly the disposal of Cash Equivalents by Eros Worldwide FZ LLC in EIML, provided thatany member of the Group:
(A) at no time may in the aggregate direct or indirect shareholding ordinary course of Eros Worldwide FZ LLC in EIML fall below 60 per cent.its business for any purpose not prohibited under the Finance Documents; andor
(B) with respect to in any disposal other manner permitted under the Finance Documents.
(vii) of assets of or shares that results in the aggregate direct or indirect shareholding of Eros Worldwide FZ LLC in EIML being between 60 to 70 per cent., the aggregate amount of all proceeds from any such disposal in excess of the aggregate amount of the proceeds of any disposal that takes the direct or indirect shareholding of Eros Worldwide FZ LLC in EIML to 70 per cent. (less all Taxes and reasonable costs and expenses incurred in connection with any such disposal) must, within a period not exceeding 12 months from the date of any such disposal, be applied either:
I. in the acquisition of any cash generating asset approved in writing by the Majority Lenders (such consent not to be unreasonably withheld or delayed) and purchased by any member of the Group (other than shares in any Obligor) on bona fide arm’s length commercial terms; orterms where the business of that Subsidiary is not required for the operation of the Business and such business has been, or is in the process of being, wound down or terminated;
II. (viii) of assets (other than Key Properties or shares in any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group making such a disposal) in other assets of a similar nature and towards the prepayment value;
(ix) leases of all outstanding Loans assets (including any related interest, charges or Break Costs falling due as a consequence real estate) which are not (in the reasonable opinion of the member of the Group granting such lease) required for the efficient running of its business on arm’s length terms to third parties and the term of such prepayment) and lease is not more than 6 years (or if it is more than 6 years is capable of being terminated at the immediate cancellation of a corresponding amount option of the Total Commitments starting lessor at least every 6 years during its term);
(x) to which the Majority Lenders have given their prior written consent;
(xi) of receivables disposed of in connection with the Available Commitments, factoring transactions permitted pursuant to paragraph (b) of Clause 22.20 (Factoring and Sale and Leasebacks);
(xii) of assets (other than Key Properties or shares in any Obligor) by way of contribution in kind where such disposal is a Permitted Acquisition;
(xiii) of assets (other than Key Properties or shares in any Obligor) to Joint Ventures or Minority Investments to the extent applicable permitted pursuant to paragraph (c) of Clause 22.17 (Joint Ventures and possible. In each caseMinority Investments);
(xiv) of assets (other than Key Properties or shares in any Obligor) where the aggregate fair market value of the assets so sold, such prepayments and cancellations leased, transferred or otherwise disposed of by members of the Group (which are not permitted to be applied disposed of pursuant to paragraphs (i) to (xiii) above) in any financial year of the Parent does not exceed $10,000,000 (or its equivalent in other currencies), provided that the aggregate fair market value of assets sold, leased, transferred or otherwise disposed of by U.S. Obligors after the Facility date of this Agreement (1) to members of the Group that are not U.S. Obligors shall not exceed $10,000,000 (or its equivalent in other currencies) at any time; and (2) which are permitted to be disposed of pursuant to paragraphs (i) to (xiv) above shall not exceed $10,000,000 (or its equivalent in other currencies) in any financial year of the Parent.
(c) Any asset disposed of prior to the Security Release Date in accordance with sub-paragraph (iv) of paragraph (b) above which is subject to fixed Security under a Security Document at the time of disposal shall be subject to equivalent fixed Security under a Security Document following disposal and the relevant Obligor will take all steps (if any) necessary to create, perfect or register such Security and will deliver to the Agent between such evidence as the Lenders according Agent shall reasonably require of due execution of the relevant Security Document together with a legal opinion satisfactory to each Lender’s Pro Rata Share in the Total CommitmentsAgent (acting reasonably).
(d) No disposal shall be permitted by this Clause 22.4 which is prohibited by Clause 22.21 (Holding Company).
Appears in 1 contract
Samples: Facilities Agreement (Innospec Inc.)