Nominated Party definition
Examples of Nominated Party in a sentence
In the event no sale to a third party has been agreed and approved pursuant to Clause 2.1 by the Closing Date, on the Closing Date the Agent shall implement the Share Transfer Documents and transfer ownership of the Borrowers to the Nominated Party in accordance with Clause 3.
Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the Purchaser or the Nominated Party shall deliver to the Company, pursuant to wire instructions furnished separately, an amount equal to the Purchase Price in immediately available U.S. funds, and the Company shall issue and deliver to the Purchaser stock certificates representing the Shares, allocable to the Purchaser in the manner set forth on Schedule B.
If the sale of the Shares is to be made to the Nominated Party pursuant to Clause 3.2(b), then the Shares shall be sold by the Guarantor to the Nominated Party at a purchase price of the higher of One Dollar ($1.00) and the Encumbered Fair Market Equity Value.
If the Agent (on the instruction of the Lenders) consents to the sale of the Shares to the Nominated Party, then the Shares shall be sold by the Guarantor to the Nominated Party at a purchase price of the higher of One Dollar ($1.00) and the Encumbered Fair Market Equity Value.
Nothing in this Agreement shall be construed as imposing any liability on the Agent or the other Finance Parties for performance by any third party buyer or the Nominated Party of its obligations to complete, or its failure to complete, the transfer of the Shares.
On the Closing Date the Shares will be transferred to the Nominated Party or its nominee (in this Schedule, called the "Transferee") free of all mortgages, charges, liens, encumbrances, claims and adverse interests with all rights and benefits attached or accruing thereto, including all dividends and other distributions declared but not paid.
The aggregate purchase price for the Shares shall be in an amount equal to three hundred thousand sixty United States Dollars (U.S.$300,060) (the "Purchase Price"), allocable between the Purchaser or the Nominated Party in the manner set forth on Schedule B.
Each director of the Borrowers and the Guarantor undertakes to issue a letter of warranty and indemnity made in favour of the Agent (or at the Agent's direction, the Nominated Party or the third party buyer referred to in Clause 3.2(b)(i)) affirming that to the best knowledge of such director the relevant Borrower has title to its Vessel and Schedule 2 is not misleading in any material respect on the Closing Date.
The Guarantor will, upon the request thereof, take reasonable measures to assist the Nominated Party and/or its nominees in any efforts to procure and demand that the Approved Charterers remedy or rectify any defect of the Ships to ensure that the condition, structure and state of the Ships will be in materially the same to that of the aforesaid surveys conducted in 2007 (fair wear and tear excepted) as required by the relevant Approved Charter.
Nothing in this Agreement shall be construed as imposing any liability on the Agent or the other Finance Parties for performance by any third party buyer or the Nominated Party of its obligations to complete, or its failure to complete the transfer of the Shares.