Sale of Vessels Sample Clauses

Sale of Vessels. If the Owner sells any Vessel during the currency of the Agreement, the Managers shall, in accordance with the Owner’s instructions, supervise the sale of the Vessel, including the performance of the sale agreement, and the negotiation of the same, if so requested by the Owner.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Sale of Vessels. 2.13.1 The Additional Security shall be released in case the sale and delivery of one or both vessels by 31st December, 2012 by the Borrowers has generated in the aggregate additional liquidity of a minimum amount of at least Euro ten million (EUR 10,000,000.00) (the "Sufficient Proceeds") after deduction of costs and repayment of such amounts referred to in clause 2.9.2 of the LA Addendum No. 3. 2.13.2 In case the sale of one or both Vessels by 31st December, 2012 has not generated Sufficient Proceeds, the Additional Security shall be realised and the proceeds applied in the proportion of the deferrals in relation to each other to increase the Borrowers' consolidated cash to increase the Excess Cash in accordance with Clause 2.2.1 hereof. 2.13.3 In case no Vessel has been sold by the Borrowers by 30th June, 2012 and delivered by 30th July, 2012, the Lender is entitled to realise the Additional Security. The proceeds of such realisation shall be applied in the proportion of the Deferred Instalments in relation to each other to increase the Borrowers' consolidated cash. The Excess Cash is to be calculated in accordance with Clause 2.2.1 hereof only after the proceeds of such realisation have been applied to increase the Borrowers' consolidated cash. 2.13.4 In case that after realization of the Additional Security the sale of one or two Vessels generates Sufficient Proceeds and in case all financial covenants as stipulated in Clause 19.1 of the Working Capital Facility Agreement and Clause 2.9 hereof are met, the Sufficient Proceeds shall be used in an amount of Euro ten million (EUR 10,000,000.00) to repay the equity or shareholder loan(s) given as Deposit or to repay the grantor of the Letter of Credit, as the case may be.
Sample 1
Sale of Vessels. 5.1. PT MII shall sell the Sudirman Group Vessels, the PT MIS Vessels and the Auctioned Vessel (each as defined in the list set out in Schedule 1 to this announcement) respectively in accordance with paragraphs 5.1 to 5.14 of this announcement (the “Sale of Vessels”) and the sale and purchase agreements to be separately entered into between the relevant parties (each, a “Vessel SPA”, and collectively, the “Vessels SPAs”). For the avoidance of doubt, the terms and conditions of the Vessels SPAs shall not conflict with or contravene paragraphs 5.1 to 5.14 of this announcement. 5.2. The Parties acknowledge and agree that the original unencumbered title deeds of the Sudirman Group Vessels and the Auctioned Vessel were delivered to ZICO Insights Law LLC (“ZICO”) on 6 February 2020 to be held by ZICO in escrow pending completion of the Sale of Vessels and subject to paragraphs 8.5 to 8.10 of this announcement. ZICO shall not release the original unencumbered title deeds of the Sudirman Group Vessels and the Auctioned Vessel save as provided for in the New Term Sheet and the New Settlement Agreement. 5.3. Save for the registration of the transfers of title (baliknama) to the vessels under the relevant laws and authorities, the Sale of Vessels shall be completed within thirty (30) calendar days after the date of the New Settlement Agreement. 5.4. PT MII and the Sudirman Group agree that they will not be entitled to any dividends, revenue and/or proceeds arising out of or in relation to the charterparties that the PT MIS Vessels have employed from 18 April 2018 to the date of completion of the sale of the PT MIS Vessels, and the Company agrees that it will not be entitled to any dividends, revenue and/or proceeds arising out of or in relation to the charterparties that the Sudirman Group Vessels and the Auctioned Vessel have employed from 18 April 2018 to the date of completion of the sale of Sudirman Group Vessels and the sale of the Auctioned Vessel respectively. 5.5. PT MII shall sell the Sudirman Group Vessels to the Sudirman Group and/or their nominees, for an aggregate consideration of US$8.5 million and in accordance with the terms and conditions set out in the Vessel SPAs in respect of the Sudirman Group Vessels. 5.6. The aggregate consideration of US$8.5 million to be paid by the Sudirman Group to PT MII shall be set-off against the entire Sudirman Group Shareholders Loan. Upon such set-off, the Sudirman Group Shareholders Loan shall be deemed to be discha...
Sample 1
Sale of Vessels. All Vessel/Vessel SPV sales must be in accordance with the terms of the Business Plan (see item 9 below).
Sample 1
Sale of Vessels. Any sale of the Vessels made pursuant to this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of Owner therein and thereto, and shall bar Owner, its successors and assigns, and all Persons claiming by, through, or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. Mortgagee may bid and become a purchaser at any public or judicial sale of the Vessels, and, in such event, shall be entitled to credit on the purchase price any and all sums due to Mortgagee hereunder.
Sample 1
Sale of Vessels. All Vessel/Vessel SPV sales must be in accordance with the terms of the Business Plan (see item 9 below). 6. Conditions Conditions precedent to be agreed in long form documentation. The Manager is not obliged to provide the Vessels Services to the extent that the provision of the service or the manner in which it is provided would require the Manager to contravene any applicable law or, subject to item 7 below, to obtain any permit, licence or other approval to prevent such contravention. 7. Third party consents/ delegation of authority and licences and permits To the extent that any third party consents are required for the provision of the Vessels Services by the Manager, the relevant Party must procure such consents at Asset Co’s cost as soon as reasonably practicable. If required by the Manager, Asset Co shall procure the board of each of the Vessel Recipients to authorise the Manager to carry out the Vessels Services. The Manager must use reasonable endeavours to obtain such permits, licences or other approvals as are necessary for the performance of the Vessels Services including to the extent required under any new law, requirement or policy introduced after the Restructuring Effective Date (“Change in Law”) provided that:
Sample 1
Sale of Vessels. During the term of this Agreement, if the Company proposes to sell any Vessel to an unaffiliated third party, the Company agrees to make a bona fide offer to sell such Vessel to the Manager. Upon receipt of such offer, the Manager shall have five (5) business days from the date of such offer to elect to accept such offer. If, within such five (5) business day period, the Manager does not accept such offer or affirmatively notifies the Company that it has elected not to accept such offer, then in any such case, the Company shall be free to sell such Vessel to any third party. To the extent reasonably practical under the circumstances, the Company shall continue to keep the Manager informed as to the status of any such sale discussions.
Sample 1
AutoNDA by SimpleDocs
Sale of Vessels. Any sale of the Mortgagor’s interest in the Vessels, or any of them, made pursuant to this Fleet Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Mortgagor therein and thereto, and shall forever bar the Mortgagor, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, or any other person, firm or corporation to whom the Secured Obligations secured by this Fleet Mortgage are otherwise due or owing, may bid for and purchase the Vessels, or any of them, or other property of the Mortgagor and shall be entitled for the purpose of making settlement or payment for the property so purchased, to use and apply the unpaid balance of their portion of the Secured Obligations due and owing, or which may become due or owing, as a credit against the purchase price of the Vessels, or any of them, up to the amount represented by the ratable share of the net proceeds of sale (after allowing for the costs and expenses of sale and other charges) payable to the Mortgagee or such person.
Sample 1
Sale of Vessels. 24.1 The Company strictly prohibits the private sale of vessels whilst moored or stored at its premises. The Company offers a brokerage service for the safe and secure management of people on-site. 24.2 Owners are not permitted to display a “for sale” notice on the vessel whilst at the Marina other than those of the Companys brokerage. 24.3 Vessels changing ownership under private sales will not retain the mooring unless specifically agreed in writing with the company beforehand. 24.4 Should the vessel be sold privately whilst at the Company’s premises the Company reserves the right to; 24.4.1 Charge a 2% commission on the selling price of the vessel 24.4.2 Estimate the selling price for the purpose of calculating the 2% commission if the selling price is not confirmed to the Company. 24.5 Under certain circumstances the Company may give permission for a Vessel to be sold privately. Under these circumstances the Company will give their express permission for the approval of the sale in writing beforehand. 24.6 Under clause 24.5 if approval is given for the private sale of the Vessel it is the Owners responsibility to be present at all times during which the boat is to be viewed. 24.7 The Owner is responsible for the payment of the Company’s advertised brokerage commission rate if as a result of the Company’s broker’s introduction such purchaser deals directly with the Owner and buys the Vessel. 25 MARINA and HARBOUR REGULATIONS 25.1 The Owner shall at all times observe the Company's regulations and in particular: 25.1.1 The Owner shall provide and maintain at least one fire extinguisher, which is approved and manufactured to EN3 standards for portable fire extinguishers, and ensure it is fit for purpose for the vessel and ready for immediate use in case of fire. 25.1.2 Owners shall refuel only at the designated fuelling berth and are to vacate the berth when the fuelling operation is completed. Where fuel is required to be transferred in portable containers, the Company reserves the right to refuse the use of any container deemed unfit for the purpose. 25.1.3 Advisory note: Owners, their guests and crew are advised that their conduct and that of their vessels is likely to be regulated and governed at various times by statutory, local authority and harbour regulations which may be more extensive than those of the Company and the breach of which may result in criminal penalties.
Sample 1

Related to Sale of Vessels

  • Sale of Equipment During the period from the date of such notice given pursuant to Section 10.1 to the Termination Date, Lessee, as non-exclusive agent for Lessor and, except as provided in Section 10.3, at Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids from Persons other than Lessee, the Manager or any of their respective Affiliates for the cash purchase of the Terminated Units, and Lessee shall promptly, and in any event at least five Business Days prior to the proposed date of sale, certify to Lessor in writing the amount and terms of each such bid, the proposed date of such sale and the name and address of the party submitting such bid. Unless Lessor shall have elected to retain the Terminated Units in accordance with Section 10.3, on the Termination Date: (i) Lessee shall deliver the Terminated Units (excluding any optional Severable Modifications removed by Lessee pursuant to Section 9.2) to the bidder (which shall not be Lessee or Manager or an Affiliate of Lessee or Manager (for the avoidance of doubt the bidder may be a Customer, or a customer of the Manager, and neither the Manager nor any Affiliate shall be prohibited from managing the Units for such bidder after the purchase by such bidder)) that shall have submitted the highest cash bid prior to such date (or to such other bidder as Lessee and Lessor shall agree) and (ii) subject to the prior or concurrent receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next sentence and (y) by the Persons entitled thereto of all unpaid Supplemental Rent due on or before the Termination Date, Lessor shall, without recourse or warranty (except as to the absence of any Lessor's Lien) simultaneously therewith transfer all of its right, title and interest in and to the Terminated Units to such bidder. The net proceeds of sale realized at such sale shall be paid to Lessor and, in addition, on the Termination Date, Lessee shall pay to Lessor (A) all Basic Rent with respect to such Terminated Units due and payable prior to the Termination Date (exclusive of any Basic Rent with respect to the Terminated Units due on such date), (B) the excess, if any, of (1) the Termination Amount for the Terminated Units computed as of the Termination Date over (2) the net cash sales proceeds (after the deduction of all applicable sales, transfer or similar taxes) of the Terminated Units, (C) an amount equal to any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture) and (D) all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (which shall include, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any, equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease and Late Payment Interest related thereto), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, (i) Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent, in respect of all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and (ii) the Policy Provider has received the portion of Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. If no sale shall have occurred, whether as a result of Lessee's failure to pay all of the amounts hereinabove required or otherwise, this Lease shall continue in full force and effect with respect to such Units and Lessee agrees to reimburse Lessor, Policy Provider and the Indenture Trustee for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection therewith. Lessee, in acting as agent for Lessor, shall have no liability to Lessor for failure to obtain the best price, shall act in its sole discretion and shall be under no duty to solicit bids publicly or in any particular market. Owner Participant shall have the right, but not the obligation, to obtain bids either directly or through agents other than Lessee.

  • Sale of Placement Shares by the Agent Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Sale of Placement Shares On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.

  • Sale of Accounts The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable, with or without recourse.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to

  • Basis of Sale of Shares Distributor does not agree to sell any specific number of Shares. Distributor, as agent for the Trust, undertakes to sell Shares on a best efforts basis only against orders therefor.

  • Sale of Notes The Company shall not sell or approve the solicitation of offers for the purchase of Notes in excess of the amount which shall be authorized by the Company from time to time or in excess of the aggregate initial offering price of Notes registered pursuant to the Registration Statement. The Agents shall have no responsibility for maintaining records with respect to the aggregate initial offering price of Notes sold, or of otherwise monitoring the availability of Notes for sale, under the Registration Statement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!