Permitted Disposals. (a) Xxxxxx Xxxxxx 19.11(b)(liv)(C).
(b) Amend Clause 19.11(b)(vii) by deleting the following “, provided that the aggregate amount of all such asset securitisations or receivables factoring transactions does not exceed the greater of: (A) €250,000,000 (or its equivalent in other currencies) at any time; and (B) 5% of Total Assets at any time”.
(c) Amend Clause 19.11(b)(xxviii) to insert “(or any disposals of Cash Equivalent Investments)” immediately after “the application of cash in payments”.
(d) Delete the definition of French Group in Clause 19.11(d) (Disposals).
(e) Xxxxxx Xxxxxx 19.11(c)(i) and replace it with the following “(i) 17.5%;”.
(f) Delete the following from Clause 19.11(c)(y) “, except in respect of a disposal of the French Group”.
Permitted Disposals. (a) amend the definition of Permitted Disposal to include in addition to the existing “Permitted Disposals”:
(i) a payment required to be made under the senior secured finance documents;
(ii) disposals of property or other assets on bona fide arm’s length commercial terms in the ordinary course of business in consideration for, or to the extent that contractual arrangements are in place within 12 months of such disposals and the proceeds of that disposal are applied within 18 months after such disposal in the acquisition of property or other assets of a similar nature and approximately equal value to be used in the Business of the Group (on the basis that limb (b) of the definition of Permitted Disposal can be deleted);
(iii) disposals by one member of the Group to another member of the Group provided that, if such assets subject to the disposal are subject to existing security, the Borrower within 15 Business Days of such disposal ensures that the assets remain subject to security;
(iv) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Group to another member of the Group;
(v) disposals of any assets pursuant to the implementation of an Asset Passthrough (as such term is defined in recent Liberty precedents) or of any funds received pursuant to the implementation of a Funding Passthrough (as such term is defined in recent Liberty precedents);
(vi) disposals of property or other assets required to satisfy any pension plan contribution liabilities;
(vii) disposals of shares or other interests in project companies, entities excluded from the Group which are subsidiaries of the Company or joint venture companies (each as defined in recent Liberty precedent) or the assignment of any Financial Indebtedness owed to a member of the Group by any project companies, entities excluded from the Group which are subsidiaries of the Company or a joint venture company;
(viii) disposals of accounts receivables which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Group has diligently pursued in the normal course of business and where such disposal is on non-recourse terms to a member of the Group;
(ix) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases;
(x) disposals of assets in exchange for the receipt of assets of a similar or compar...
Permitted Disposals amend the definition of Permitted Disposal to include in addition to the existing “Permitted Disposals”:
(a) instead of paragraph (r) of the definition of “Permitted Disposal” in the Credit Agreement, any disposal of real property if the fair market value in any financial year does not exceed the greater of €50,000,000 and 3% of Total Assets (with unused amounts in any financial year being carried over to the next succeeding financial year subject to a maximum of the greater of €50,000,000 million and 3% of Total Assets of carried over amounts for any financial year);
(b) instead of paragraph 13(a)(xii) of Schedule 5 (Further Amendments, Waivers, Consents and Other Modifications) of this Agreement, any disposition of assets to a person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Company or any member of the Bank Group to such person;
(c) any disposal of the share capital of, or an interest in, any person which is not a member of the Group; and
(d) disposals of assets permitted by paragraph (c) of the definition of Permitted Payment.
Permitted Disposals. If, as a result of a Permitted Disposal, the amount outstanding under the Facility exceeds the Borrowing Base Amount, then the required amount of proceeds from such Permitted Disposal to ensure that there is no such excess, after having taken into account the impact of the Permitted Disposal on the Borrowing Base Amount will be used to make a prepayment of the Facility.
Permitted Disposals. (a) amend limb (xii)(B) of the definition of Permitted Disposal to remove the requirement that the surrendering company receives fair market value for tax losses disposed to any member of the Wider Group;
(b) amend limb (xxi) of the definition of Permitted Disposal to remove the proviso that replacement assets be secured; and
(c) amend the definition of “Permitted Disposal” to include any disposal made in connection with any start-up financing or seed funding provided that any such disposals shall not exceed an aggregate value equal to the greater of (i) €25,000,000 and (ii) 1.00% of Total Assets.
Permitted Disposals. (a) Amend the new limb of the definition of Permitted Disposal referred to in limb (a)(xi) of Paragraph 13 of Schedule 5 (Further Amendments, Waivers, Consents and Other Modifications) to remove the requirement that the surrendering company receives fair market value for tax losses disposed to any member of the Wider Group.
(b) Amend the new limb of the definition of Permitted Disposal referred to at limb (a)(ii) of Paragraph 13 of Schedule 5 (Further Amendments, Waivers, Consents and Other Modifications) to clarify that replacement assets be secured.
(c) Add a new limb to the definition of Permitted Disposal for disposals of any entity, where the only material assets of such entity are assets that could themselves have been the subject of a Permitted Disposal.
(d) Add a new limb to the definition of Permitted Disposal for the disposal of any nominal or non-substantial shareholding as contemplated by limb (e) of Paragraph 21 of this Schedule 9 (Sixth Amendments, Waivers, Consents and Other Modifications).
Permitted Disposals. The Grantor shall not, except as otherwise permitted hereunder, remove, destroy, lease, sell or otherwise dispose of any of the Collateral except equipment which has become worn out or damaged or otherwise unsuitable for its purpose, in which case the Grantor shall substitute for such equipment, subject to the security interest created hereby and free from any other security interests, property of equal value such that the security hereby constituted shall not thereby be in any way reduced or impaired.
Permitted Disposals. (a) Amend the definition of Permitted Disposal to include, in addition to the existing “Permitted Disposals”:
(i) any disposal of the share capital of, or an interest in, any person which is not a member of the Bank Group;
(ii) 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 59880271_10 receivables factoring transactions involving receivables and any hedging obligations entered into by any member of the Bank Group in connection with such accounts receivable;
(iii) 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;
(iv) 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 12.2 (Mandatory Prepayment from Disposal Proceeds);
(v) disposals with respect to property built, repaired, improved, owned or otherwise acquired by a member of the Bank Group pursuant to customary sale and lease-back transactions, asset securitizations and other similar financings permitted by the Credit Agreement;
(vi) disposals of contractual arrangements under long-term contracts with customers entered into by a member of the Bank 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 ...
Permitted Disposals amend the definition of Permitted Disposal to include in addition to the existing “Permitted Disposals”:
(a) instead of paragraph (xxii), any disposal of real property if the fair market value in any financial year does not exceed the greater of €250,000,000 and 5% of Total Assets (with unused amounts in any financial year being carried over to the next succeeding financial year subject to a maximum of the greater of €250,000,000 million and 5% of Total Assets of carried over amounts for any financial year);
(b) instead of paragraph (xiii), any disposition of assets to a person who is providing services related to such assets, the provision of which have been or are to be outsourced by UPC Broadband or any member of the Borrower Group to such person;
(c) any disposal of the share capital of, or an interest in, any person which is not a member of the Borrower Group; and
(d) disposals of assets permitted by sub-paragraph (c)(iii) of Clause 19.14 (Restricted Payments).
Permitted Disposals. If on the Disposal Forecast Date relating to the disposal of a Borrowing Base Asset as a Permitted Disposal, the Forecast shows that the aggregate amount of the Loan outstanding under the Facility on that Disposal Forecast Date exceeds the Borrowing Base Amount as determined by that Disposal Forecast Date, the Borrower shall, to the extent required, apply the net amount of proceeds that it (or an Obligor) has received from such Permitted Disposal in prepayment of the Loans to ensure that the amount of Loans outstanding after that payment does not exceed the Borrowing Base Amount on that applicable Disposal Forecast Date.
