Restrictions on dealing. The Chargor undertakes that, except as permitted under the terms of this Debenture or any other Loan Document it will not:
(a) create or permit to subsist any Lien over all or any of its assets, rights or property other than the Liens created pursuant to this Debenture or any other Loan Document; or
(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, all or any part of its assets, rights or property, including the Charged Assets or any interest therein.
Restrictions on dealing. The Chargor shall not (except as permitted under the Credit Agreement):- (a) create or permit to subsist any Security Interest on any Security Asset other than any Security Interest created by this Deed; or (b) sell, transfer, grant, or lease or otherwise dispose of any Security Asset, except for the disposal in the ordinary course of trade of any Security Asset subject to the floating charge created under Clause 3.1 (Creation of floating charge).
Restrictions on dealing. The Company shall not:
(a) create or permit to subsist any Security Interest on any Security Asset other than the Security Interests created by this Assignment; or
(b) sell, transfer, grant, or lease or otherwise dispose of any Security Asset.
Restrictions on dealing. The Assignor shall not do nor agree to create or permit to subsist any Security Interest on the Proceeds other than as those created by this Deed.
Restrictions on dealing. (a) It will not (without the prior written consent of the Mortgagee) take or permit any action that may result in:
(i) the Company’s memorandum or articles of association being amended in any way which is prejudicial to the interests of the Mortgagee in any material respect or inconsistent in any material respect with the terms of this Deed or any other Finance Document;
(ii) the Company paying, making or distributing any Related Asset unless it is permitted to do so under the Facility Agreement;
(iii) any rights attaching to any Collateral being altered;
(iv) any replacement certificates of title being issued for any Collateral;
(v) the appointment of any director of the Company unless the Mortgagee is provided with each document specified in Clause 4.3 (New directors) on the date of appointment;
(vi) a change in the Company’s registered office address or registered office provider;
(vii) the Company’s registered office provider ceasing to maintain the Register of Members;
(viii) the Company merging or consolidating with any other body corporate, unless otherwise permitted under the Facility Agreement;
(ix) the Company being liquidated; or
(x) the Company ceasing to be registered under the Companies Law or in good standing with the Registrar.
(b) It will not (without the prior written consent of the Mortgagee) transfer, sell, grant any option over, surrender, redeem or otherwise dispose of, part with possession of, or (except as permitted by Clause 5 (Distribution and voting rights)) deal with, any Collateral or permit any of these things to happen.
(c) It will not (without the prior written consent of the Mortgagee) create, or allow to exist, any Security Interest or other third party interest over any Collateral.
Restrictions on dealing. The Chargor shall not (except as permitted under the Credit Agreement):-
(a) create or permit to subsist any Security Interest on any Security Asset expressed to be subject to fixed security pursuant to Clause 2 (Fixed Security) other than any Security Interest created by this Deed; or
(b) sell, transfer, grant, or lease or otherwise dispose of any Security Asset expressed to be subject to fixed security pursuant to Clause 2, except for the disposal in the ordinary course of trade of any such Security Asset subject to the floating charge created under Clause 3.1 (Creation of floating charge).
Restrictions on dealing. 4.1 The Company shall not without the prior written consent of the Security Agent:
4.1.1 create or permit to subsist any mortgage, charge, pledge, hypothecation, lien (other than a lien arising by operation of law) or other security interest on the Credit Balance or any of the Debts other than this Charge and the EDC Charge;
4.1.2 sell, discount, factor, lend or otherwise dispose of the whole or any part of the Debts or the Credit Balance other than in accordance with clause 4.2 of this Charge.
4.2 The Company may continue to withdraw monies from the Account until the Security Agent gives notice to Barclays Bank Plc in accordance with the terms of the Notice contained in Schedule One to this Charge. The Security Agent confirms that it will only give such notice following the occurrence of an Event of Default (as defined in the Transaction Documents).
Restrictions on dealing. 3.1 The Guarantor shall not without the prior written consent of the Lender:
(a) create or permit to subsist any mortgage charge pledge hypothecation lien (other than a lien arising by operation of law) or other security interest on any of its assets ranking in priority or pari passu with the fixed and floating charges hereby created other than this Debenture; (b) sell transfer lease lend or otherwise dispose of the whole or any part of its undertaking or (save in the normal course of trading at not less than market value) of its assets or enter into any agreement or grant any option for any such sale transfer lease loan or other disposal; (c) part with possession of any freehold or leasehold property grant or agree to grant any option or any licence tenancy or other right of occupation to any person or exercise the powers of leasing or agreeing to lease or of accepting or agreeing to accept surrenders conferred by Section 18 of the Conveyancing Xxx 0000 and Section 3 of the Conveyancing Xxx 0000 provided that such restrictions shall not be construed as a limitation on the powers of any receiver appointed under this Debenture and being an agent of the Guarantor and the Lender may grant or accept surrenders of leases without restriction; (d) pull down or remove or redevelop or make any material alteration to the whole or any part of any buildings or sever unfix or remove any fixtures or remove any plant or machinery belonging to or in use by the Guarantor except for the purpose of effecting repairs or replacing the same.
Restrictions on dealing. The Mortgagor undertakes that, except as permitted or otherwise provided under the terms of or set out in this Mortgage and/or any Transaction Document (as the case may be), it will not:
(a) create or permit to subsist any Encumbrance over any Security Asset; or
(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, any Security Asset or any interest therein.
Restrictions on dealing. Each Chargor undertakes to each Lender that, save as expressly permitted under the terms of this Debenture and/or the Facility Agreement it will not:
(a) create or permit to subsist any Encumbrance over all or any of its assets, rights or property other than pursuant to this Debenture or any other Security Document; or
(b) part with, lease, sell, transfer, assign or otherwise dispose of or agree to part with, lease, sell, transfer, assign or otherwise dispose of all or any part of its assets, rights or property or any interest therein, PROVIDED THAT the provisions of this Clause shall not apply to the Shares owned now or in the future by Bidco until such time as such Shares shall be Group Shares, in accordance with the terms of that definition.
