Permitted Disposal amend the definition of Permitted Disposal under the Credit Agreement to include in addition to the existing “Permitted Disposals” a disposal by any member of the Borrower Group of all or any of the Towers Assets and add a definition of “Towers Assets” to the Credit Agreement as follows:
Permitted Disposal amend the definition of Permitted Disposal to include in addition to the existing “Permitted Disposals”:
(a) disposals of assets related to accounts receivable subject to a Permitted Disposal including, without limitation, all Security Interests securing such receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such receivables and other assets which are customarily transferred or in respect of which Security Interests are customarily granted in connection with asset securitization programmes or receivables factoring transactions involving receivables and any hedging obligations entered into by any member of the Group in connection with such accounts receivable;
(b) disposals of assets (or a fractional undivided interest therein) related to receivables permitted to be disposed of in connection with an asset securitisation programme or receivables factoring transactions including, without limitation, all Security Interests securing such receivables, all contracts and all guarantees or other obligations in respect of such receivables, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitisation involving receivables and any hedging obligations entered into in connection with such receivables;
(c) disposals of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements provided that any cash or Cash Equivalent Investments received in such disposition is applied in accordance with Clause 10.3 (Mandatory Prepayment from Disposal Proceeds);
(d) disposals with respect to property built, repaired, improved, owned or otherwise acquired by a member of the Group pursuant to customary sale and lease-back transactions, asset securitizations and other similar financings permitted by the Credit Agreement;
(e) disposals of contractual arrangements under long-term contracts with customers entered into by a member of the Group in the ordinary course of business which are treated as sales for accounting purposes; provided that there is no transfer of title in connection with such contractual arrangement; and
(f) disposals consisting of the assignment, licensing or sublicensing of intellectual property or other general inta...
Permitted Disposal add a new limb to the definition of Permitted Disposal for:
(a) the disposal of any entity, where the only material assets of such entity are assets that could themselves have been the subject of a Permitted Disposal; and
(b) the disposal of any nominal or non-substantial shareholding as contemplated by the first Permitted Acquisition limb below.
(c) Delete the existing Clause 19.11(b)(xxiv) (Disposals) and replace it with the following: “disposals of assets where the aggregate fair market value does not exceed the greater of €200,000,000 and 3% of Total Assets in any financial year ((with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of €200,000,000 and 3% of Total Assets of carried over amounts for any calendar year));”.
(d) Amend the Permitted Disposal referred to at paragraph 15(c) of Schedule 8 (Fifth Amendments, Waivers, Consents and Other Modifications) to delete the reference to “€25,000,000” and to replace it with “€75,000,000”.
Permitted Disposal any of the following: the grant of easements or rights, transfer, lease or dedication to a local or other public authority of the whole or any part or parts of the Property pursuant to a requirement in an agreement or unilateral undertaking under section 106 of the TCPA 1990; the grant of easements or rights, transfer, lease or dedication to a highways authority of the whole or any part or parts of the Property to comply with highways requirements or in connection with the adoption or dedication of public highway; [or] the grant of easements or rights, transfer, lease or dedication to a utilities company of the whole or any part or parts of the Property for an electricity substation, gas governor, sewage or water pumping station, drainage balancing device or other similar matters for the provision of services. Planning Permission: any of the following which are granted during the Overage Period for the Development by a Determining Authority: an outline planning permission; a detailed planning permission; a technical details consent; including a planning permission issued pursuant to an application under section 73 of the TCPA 1990. Property: the freehold property at Hawthorne Lane, Coventry shown more particularly delineated in edged red on the plan attached to this deed and being part of the land comprised in a conveyance dated 24th June 1926 between the Right Honourable Xxxxxxx Xxxxxx Xxxxx (1) and the Mayor Xxxxxxxx and Burgesses of the City of Coventry (2) (“the Conveyance”)
Permitted Disposal. (a) Paragraph (l) of the definition of “Permitted Disposal” in clause 1.1 (Definitions) of the Original Facility Agreement shall be restated as follows:
Permitted Disposal. 15.5.1 Before the occurrence of an Accelerated Amortisation Event, the Seller shall be entitled to request the Management Company to transfer back to it (without penalty) all or part of the Purchased Receivables, together with their related Ancillary Rights, pursuant to a Permitted Disposal on any Payment Date by sending a specific request to the Management Company. The purchase price of the Purchased Receivables repurchased by the Seller shall be an amount equal to the value of such Purchased Receivable as registered in the balance sheet of the Compartment, provided that, with respect to any Defaulted Receivable only, the Management Company and the Seller can also negotiate and agree any other purchase price.
15.5.2 The transfer back of any Purchased Receivables on any Payment Date pursuant to a Permitted Disposal is subject to the satisfaction of the following conditions precedent:
(a) on the Calculation Date immediately preceding the relevant Payment Date, in the event the Permitted Disposal request concerns part and not all of the Purchased Receivables, the Seller shall select some of the Purchased Receivables and inform the Management Company, on such Calculation Date, of the selected Purchased Receivables;
(b) the portion of Purchased Receivables in default of the relevant Purchased Receivables subject to the Permitted Disposal shall be equal to the portion of Purchased Receivables in default of the portfolio of Purchased Receivables held by the Compartment; and
(c) no Accelerated Amortisation Event has occurred or will occur as a consequence of the relevant Permitted Disposal.
15.5.3 If, in the relevant request, the Seller indicates that the Permitted Disposal concerns all of the Purchased Receivables, such Permitted Disposal should trigger the liquidation of the Compartment.
Permitted Disposal. A Shareholder must not Dispose of any legal or beneficial interest in its Shares or its rights and interest in any Shareholder Loan, except:
Permitted Disposal. At any time prior to Completion, the Company may sell the shares of the Excluded Company to any third party and on any terms which it thinks fit, provided that at such time the Excluded Company is no longer a legal or beneficial owner of any Shares. The Warrantor shall procure that the Excluded Company shall, following Completion, retain sufficient funds in their control to remit to the Company to discharge the Company's obligations under the PAYE Regulations or procure that the Optionholders remit such funds to the Company. In any event such funds shall be remitted to the Company within 7 days of Completion.
Permitted Disposal. In relation to any Eligible Collateral subject to a Permitted Disposal, the Agent shall instruct:
(a) the Security Trustee to release any First Ranking Transaction Security over that Eligible Collateral at a time determined by the Agent,; and
(b) the Collateral Agent to release any Second Ranking Security over that Eligible Collateral, but in any event not later than the date on which the Collateral Disposal Receipt is received in the Borrower Bank Accounts.
Permitted Disposal. The dealings contemplated in this clause 10 shall constitute a Permitted Disposal as contemplated under the General Security Agreement.
