Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless: (a) in the case of any such disposition of equipment and fixtures, such equipment and fixtures are (i) disposed of in connection with a release, surrender or abandonment of a well or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (iv) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and (b) in the case of any such Asset Disposition, (i) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance with Section 2.6, and (ii) Borrower or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10. In addition, Borrower will not make, or permit any other Credit Party to make, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange or other disposition by any Credit Party of any Equity Interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contrary, if any Properties are transferred (by merger or otherwise) from one Credit Party to another Credit Party in any Asset Disposition or other transfer of Property permitted hereunder, such transferred Properties shall be subject in each case to the requirements set forth in Article V.
Appears in 4 contracts
Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Brigham Minerals, Inc.)
Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base PropertyProperties, unless:
except pursuant to Permitted Asset Sales. Borrower will not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any assets other than Borrowing Base Properties pursuant to the preceding sentence, except for (a) the sale in the case ordinary course of any such business of Hydrocarbons produced from Borrower’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well well, or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iiiA) obsolete or otherwise not useful unneeded for their intended purpose and disposed of in the ordinary course of business, or (ivB) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and
, and (bc) the sale, lease, transfer, abandonment or other disposition of Mineral Interests that are not Borrowing Base Properties so long as such Mineral Interests are not necessary or useful in the case operation of any such Asset DispositionBorrowing Base Property. No sale, lease, assignment, transfer or other disposition of any Borrowing Base Property shall be permitted pursuant to this Section 9.5 unless each of the following conditions is satisfied: (iA) all mandatory prepayments required by Section 2.6 2.7 in connection with such Asset Disposition sale, lease, assignment, transfer or other disposition are made concurrently with the closing thereof; (B) no Event of Default has occurred which is continuing; and (C) no Borrowing Base Deficiency shall exist immediately after giving effect to any automatic reduction the application of the proceeds of such sale, lease, transfer, abandonment or other disposition. Except as provided in the Borrowing Base Schedule 3 (or pursuant to Section 4.6) are made the exercise of options and rights listed on Schedule 3), in accordance with Section 2.6no event will Borrower issue, and (ii) Borrower sell, transfer or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10. In addition, Borrower will not makedispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by any Credit Party of any Equity Interest equity interest in any Restricted Subsidiary (direct or (iiindirect) the issuance by of Borrower, nor will Borrower issue or sell, or permit any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contrary, if any Properties are transferred (by merger or otherwise) from one other Credit Party to another Credit Party issue or sell, any capital stock or other equity interest in any Asset Disposition Subsidiary of Borrower or any option, warrant or other transfer right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest, to any Person other than Borrower or any Subsidiary of Property permitted hereunderBorrower that has provided a Facility Guaranty and the Equity of which has been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement or a Subsidiary Pledge Agreement or, such transferred Properties shall be subject in each the case of Foreign Subsidiaries only, issuances or sales of Equity by one Foreign Subsidiary to the requirements set forth in Article V.another.
Appears in 2 contracts
Samples: Credit Agreement (GeoMet, Inc.), Credit Agreement (GeoMet, Inc.)
Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) the sale in the case ordinary course of business of Hydrocarbons produced from any such Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well well, or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iiiA) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (ivB) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted EncumbrancesEncumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); and
(b) in the case of any such Asset Dispositionprovided that, (iA) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance concurrently with Section 2.6the closing thereof, and (iiB) Borrower or other applicable Credit Party shall, no later than shall within 30 days following the closing of such each Asset Disposition, Disposition novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, as needed to comply with Section 9.10. In additionno event will Borrower issue, Borrower will not makesell, transfer or dispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by equity interest in any Subsidiary of such Credit Party, nor will Borrower issue or sell, or permit any other Credit Party of (excluding Parent) to issue or sell, any Equity Interest in capital stock or other equity interest or any Restricted Subsidiary option, warrant or (ii) other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case Person which is the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result direct parent of such transaction. Notwithstanding issuer on the foregoing to the contrary, if any Properties are transferred (by merger or otherwise) from one Credit Party to another Credit Party in any Asset Disposition or other transfer of Property permitted hereunder, such transferred Properties shall be subject in each case to the requirements set forth in Article V.Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Laredo Petroleum - Dallas, Inc.), Credit Agreement (Laredo Petroleum Holdings, Inc.)
Asset Dispositions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset, other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) in the case of any such disposition of equipment and fixtures, such equipment and fixtures are (i) disposed of in connection with a release, surrender or abandonment of a well or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose and disposed of sale in the ordinary course of business of Hydrocarbons produced from Borrower's and any other Credit Party's Mineral Interests (and not pursuant to Advance Payment Contracts); provided, -------- that, so long as no Default or Event of Default has occurred which is ---- continuing, Borrower shall be permitted to sell or dispose of (i) machinery and equipment which is obsolete or otherwise not necessary or useful in the operation of Borrower's business; (ii) Mineral Interests during any period between Scheduled Redeterminations with an aggregate Recognized Value (measured at the time of such sale or disposition) not in excess of five percent (5%) of the Borrowing Base in effect during such period; and (iii) the Seller's Interest (as defined in the Purchase and Sale Agreement dated as of March 31, 2000, between Borrower, as seller, and Mariner, as buyer (the "Mariner Purchase ---------------- and Sale Agreement") pursuant to the terms of the Buyer's Option (as defined in ------------------ the Mariner Purchase and Sale Agreement) and in accordance with Article X of the Mariner Purchase and Sale Agreement; provided, however, and without -------- ------- limiting the foregoing, Borrower will not, nor will Borrower permit any other Credit Party to, (A) sell any Hydrocarbons under Advance Payment Contracts, (B) sell or securitize any of their accounts receivable (other than those deemed doubtful or uncollectible), (C) sell any production payment or other term royalty, (D) purchase property subject to any production payment or term royalty created within 180 days prior to such purchase, or (ivE) replaced by articles of comparable suitability owned by any Credit Party, free sell assets and clear of all Liens except Permitted Encumbrances; and
then lease them back (bor commit to lease them back) in the case of any within 180 days after such Asset Disposition, (i) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance with Section 2.6, and (ii) Borrower or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10sale. In addition, Borrower will not makesell, transfer or dispose of, or permit any other Credit Party to makesell, transfer or dispose of, any Asset Disposition consisting capital stock or other equity interest in any Subsidiary of (i) the saleBorrower; provided, assignmenthowever, leasethat Borrower may -------- ------- ---- sell, transfer, exchange or other disposition by any Credit Party dispose of its membership interest in Voyager.
(b) In the event of any Equity Interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property disposition of any of its Equity Interestsassets permitted under this Section 11.5, if in either case the aggregate, consolidated Equity Interests Administrative Agent is authorized on behalf of the Credit Parties Banks to ------------ release and shall promptly release any Liens in favor of Administrative Agent for the benefit of the Banks covering such Restricted Subsidiary will be reduced as a result assets upon written request from an Authorized Officer of Borrower which specifically identifies the subject assets and certifies that such transactiondisposition complies with the terms of this Section ------- 11.5. Notwithstanding the foregoing to the contrary, if any Properties are transferred (by merger or otherwise) from one Credit Party to another Credit Party in any Asset Disposition or other transfer of Property permitted hereunder, such transferred Properties shall be subject in each case to the requirements set forth in Article V.----
Appears in 1 contract
Asset Dispositions. Borrower Company will not, nor and will Borrower not permit or cause any other Credit Party of the Subsidiary Guarantors to, directly or indirectly, make or agree to make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unlessexcept for:
(a) in the case of any such disposition of equipment and fixtures, such equipment and fixtures are (i) disposed of in connection with a release, surrender or abandonment of a well or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer the sale or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose inventory and disposed of Cash Equivalents in the ordinary course of business, non-exclusive licenses of intellectual property in the ordinary course of business and the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (iv) replaced by articles but not for factoring, securitization or other financing purposes), and the termination or unwinding of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; andHedge Agreements permitted hereunder;
(bii) in the case sale or other disposition of any such Asset Disposition, (i) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect assets pursuant to any automatic reduction in Casualty Event; provided any Net Cash Proceeds therefrom are reinvested or applied to the Borrowing Base pursuant to Section 4.6) are made prepayment of the loans in accordance with the provisions of Section 2.6, and 2.2(d) of the Credit Agreement;
(ii) Borrower or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10. In addition, Borrower will not make, or permit any other Credit Party to make, any Asset Disposition consisting of (iiii) the sale, assignmentlease or other disposition of assets by Company or any Subsidiary Guarantor to Company or to a Subsidiary Guarantor, lease, transferin each case so long as no Event of Default shall have occurred and be continuing or would result therefrom;
(iv) the sale, exchange or other disposition by any Credit Party in the ordinary course of any Equity Interest business of equipment or other assets that are obsolete or no longer used in any Restricted or necessary for the operations of Company and the Subsidiary or Guarantors;
(iiv) the issuance by sale, exchange or disposition of assets incidental to any Restricted Subsidiary transactions permitted under Section 7.1;
(vi) the sale, exchange or other disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for cash; provided that owns (x) the aggregate amount of proceeds from all such sales or dispositions that are consummated during any Borrowing Base Property of fiscal year shall not exceed $275,000, (y) any of its Equity InterestsNet Cash Proceeds shall, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contraryextent required hereunder, if any Properties are transferred be reinvested or applied to the prepayment of this Note in accordance with the provisions of Section 2.6(b), and (by merger z) no Default or otherwiseEvent of Default shall have occurred and be continuing or would result therefrom; and
(vii) from one Credit Party to another Credit Party in any Asset Disposition the sale, exchange or other transfer disposition of Property Capital Stock as permitted hereunder, such transferred Properties shall be subject in each case to the requirements set forth in Article V.by Schedule 7.4(vii).
Appears in 1 contract
Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) the sale in the case ordinary course of business of Hydrocarbons produced from any such Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well well, or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iiiA) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (ivB) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and
, (bc) the sale of equity interest in Medallion (for the case sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any such or all of the assets of Medallion is not restricted by this Agreement) and (d) Asset DispositionDispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (iA) no Asset Disposition shall be permitted pursuant to this clause (d) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance concurrently with Section 2.6the closing thereof, and (iiB) Borrower or other applicable Credit Party shall, no later than shall within 30 days following the closing of such each Asset Disposition, Disposition novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, as needed to comply with Section 9.10. In additionno event will Borrower issue, Borrower will not makesell, transfer or dispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by any Credit Party of any Equity Interest equity interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contraryCredit Party, if nor will Borrower permit any Properties are transferred (by merger or otherwise) from one other Credit Party to another issue or sell any capital stock in such Credit Party in any Asset Disposition or other transfer equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of Property permitted hereunder, such transferred Properties shall be subject in each case to issuer on the requirements set forth in Article V.Closing Date.
Appears in 1 contract
Asset Dispositions. Parent and each Borrower will not, nor will Parent and/or any Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) the sale in the case ordinary course of any such business of Hydrocarbons produced from Borrowers' Mineral Interests; (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well or Mineral Interestwell, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (iviii) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and
(bc) the sale, lease, transfer or other disposition of (i) Borrowing Base Properties; provided, that (A) Borrowers shall provide Administrative Agent with not less than ten (10) Domestic Business Days notice of such sale, lease, transfer or other disposition pursuant to this clause (i), and (B) the aggregate Recognized Value of Borrowing Base Properties disposed of pursuant to this clause (i) in any period between Periodic Determinations (which shall include, without limitation, the case period between the Closing Date and the first Periodic Determination after the Closing Date) shall not exceed five percent (5%) of the Borrowing Base then in effect, and (ii) other assets that have no Recognized Value; provided, further that no sale, lease assignment, transfer or other disposition of any such Asset Disposition, Borrowing Base Property shall be permitted pursuant to this clause (c) unless each of the following conditions is satisfied: (i) all mandatory prepayments required by Section 2.6 3.7 in connection with such Asset Disposition sale, lease, transfer or other disposition are made concurrently with the closing thereof, (after giving effect to any automatic reduction in the ii) no Borrowing Base pursuant Deficiency will exist after consummation of such sale, lease, transfer or other disposition (and application of the proceeds thereof to the mandatory prepayments required by Section 4.6) are made in accordance with Section 2.63.7), and (iiiii) no Default has occurred which is continuing. Except as provided in Schedule 4, in no event will any Borrower issue, sell, transfer or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10. In addition, Borrower will not makedispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by equity interest in any Subsidiary of such Credit Party of any Equity Interest in any Restricted Subsidiary or (ii) other than to the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case Person which is the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result direct parent of such transaction. Notwithstanding Credit Party on the foregoing to the contraryClosing Date), if nor will Parent or any Properties are transferred (by merger or otherwise) from one Borrower permit any other Credit Party to another Credit Party in issue or sell any Asset Disposition capital stock or other transfer equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of Property permitted hereunder, such transferred Properties shall be subject in each case to issuer on the requirements set forth in Article V.Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Prize Energy Corp)
Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) the sale in the case ordinary course of business of Hydrocarbons produced from any such Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well well, or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iiiA) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (ivB) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; and
, (bc) the sale of equity interest in Medallion (for the case sake of clarity, until such time, if any, as Medallion shall become a Subsidiary, the sale of any such Asset Dispositionor all of the assets of Medallion is not restricted by this Agreement), (id) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be permitted pursuant to this clause (d) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance concurrently with Section 2.6the closing thereof, and (iiB) Borrower or other applicable Credit Party shall, no later than shall within 30 days following the closing of such each Asset Disposition, Disposition novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, as needed to comply with Section 9.109.10 and (e) the Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been satisfied. In additionno event will Borrower issue, Borrower will not makesell, transfer or dispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by any Credit Party of any Equity Interest equity interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contraryCredit Party, if nor will Borrower permit any Properties are transferred (by merger or otherwise) from one other Credit Party to another issue or sell any capital stock in such Credit Party in any Asset Disposition or other transfer equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of Property permitted hereunder, such transferred Properties shall be subject in each case to issuer on the requirements set forth in Article V.Closing Date.
Appears in 1 contract
Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) the sale in the case ordinary course of business of Hydrocarbons produced from any such Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well well, or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iiiA) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (ivB) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted EncumbrancesEncumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); and
(b) in the case of any such Asset Dispositionprovided that, (iA) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance concurrently with Section 2.6the closing thereof, and (iiB) Borrower or other applicable Credit Party shall, no later than shall within 30 days following the closing of such each Asset Disposition, Disposition novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, as needed to comply with Section 9.109.10 and (C) promptly after the consummation by any Credit Party of any Asset Disposition, Borrower shall prepay the Loans to the extent necessary to comply with Section 10.1(d) on a pro forma basis after giving effect to such Asset Disposition. In additionno event will Borrower issue, Borrower will not makesell, transfer or dispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by any Credit Party of any Equity Interest equity interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contraryCredit Party, if nor will Borrower issue or sell, or permit any Properties are transferred (by merger or otherwise) from one other Credit Party to another Credit Party in issue or sell, any Asset Disposition capital stock or other transfer equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of Property permitted hereunder, such transferred Properties shall be subject in each case to issuer on the requirements set forth in Article V.Closing Date.
Appears in 1 contract
Asset Dispositions. The Borrower will not, nor and will Borrower not permit or cause any other Credit Party of the Subsidiary Guarantors to, directly or indirectly, make or agree to make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unlessexcept for:
(a) in the case of any such disposition of equipment and fixtures, such equipment and fixtures are (i) disposed of in connection with a release, surrender or abandonment of a well or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer the sale or other disposition of associated Mineral Interests that is permitted hereunder, (iii) obsolete or otherwise not useful for their intended purpose inventory and disposed of Cash Equivalents in the ordinary course of business, non-exclusive licenses of intellectual property in the ordinary course of business and the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (iv) replaced by articles but not for factoring, securitization or other financing purposes), and the termination or unwinding of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances; andHedge Agreements permitted hereunder;
(bii) in the case sale or other disposition of any such Asset Disposition, (i) all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect assets pursuant to any automatic reduction in Casualty Event; provided any Net Cash Proceeds therefrom are reinvested or applied to the Borrowing Base pursuant to Section 4.6) are made prepayment of the Loans in accordance with the provisions of Section 2.6, and 2.2(d);
(ii) Borrower or other applicable Credit Party shall, no later than 30 days following the closing of such Asset Disposition, novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, needed to comply with Section 9.10. In addition, Borrower will not make, or permit any other Credit Party to make, any Asset Disposition consisting of (iiii) the sale, assignmentlease or other disposition of assets by the Borrower or any Subsidiary Guarantor to the Borrower or to a Subsidiary Guarantor, lease, transferin each case so long as no Event of Default shall have occurred and be continuing or would result therefrom;
(iv) the sale, exchange or other disposition by any Credit Party in the ordinary course of any Equity Interest business of equipment or other assets that are obsolete or no longer used in any Restricted or necessary for the operations of the Borrower and the Subsidiary or Guarantors;
(iiv) the issuance by sale, exchange or disposition of assets incidental to any Restricted Subsidiary transactions permitted under Section 7.1;
(vi) the sale, exchange or other disposition of assets (other than the Capital Stock of Subsidiaries) outside the ordinary course of business for fair value and for cash; provided that owns (x) the aggregate amount of proceeds from all such sales or dispositions that are consummated during any Borrowing Base Property of fiscal year shall not exceed $250,000, (y) any of its Equity InterestsNet Cash Proceeds shall, if in either case to the aggregateextent required hereunder, consolidated Equity Interests be reinvested or applied to the prepayment of the Credit Parties Loans in such Restricted Subsidiary will accordance with the provisions of Section 2.2(e), and (z) no Default or Event of Default shall have occurred and be reduced as a continuing or would result of such transaction. Notwithstanding therefrom; and
(vii) the foregoing to the contrarysale, if any Properties are transferred (by merger or otherwise) from one Credit Party to another Credit Party in any Asset Disposition exchange or other transfer disposition of Property Capital Stock as permitted hereunder, such transferred Properties shall be subject in each case to the requirements set forth in Article V.by Schedule 7.4(vii).
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Asset Dispositions. Borrower will not, nor will Borrower permit any other Credit Party to, make any Asset Disposition (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11) to any Person other than a Credit Party or to sell, lease, transfer, abandon or otherwise dispose of (any asset other than by means of a transfer to a Credit Party) any equipment affixed to or located on the lands subject to any Borrowing Base Property, unless:
(a) the sale in the case ordinary course of business of Hydrocarbons produced from any such Credit Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and fixtures, such equipment other personal property and fixtures which are (i) disposed of made in connection with a release, surrender or abandonment of a well well, or Mineral Interest, (ii) sold, leased, transferred, or otherwise disposed of as part of a sale, lease, transfer or other disposition of associated Mineral Interests that is permitted hereunder, (iiiA) obsolete or otherwise not useful for their intended purpose and disposed of in the ordinary course of business, or (ivB) replaced by articles of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted EncumbrancesEncumbrances and (c) Asset Dispositions at no less than fair market value (as reasonably determined by Borrower); and
(b) in the case of any such Asset Dispositionprovided that, (iA) no Asset Disposition shall be permitted pursuant to this clause (c) unless all mandatory prepayments required by Section 2.6 in connection with such Asset Disposition (after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 4.6) are made in accordance concurrently with Section 2.6the closing thereof, and (iiB) Borrower or other applicable Credit Party shall, no later than shall within 30 days following the closing of such each Asset Disposition, Disposition novate, unwind or terminate Oil and Gas Hedge Transactions to the extent, if any, as needed to comply with Section 9.10. In additionno event will Borrower issue, Borrower will not makesell, transfer or dispose of, or permit any other Credit Party to makeissue, sell, transfer or dispose of, any Asset Disposition consisting of (i) the sale, assignment, lease, transfer, exchange capital stock or other disposition by any Credit Party of any Equity Interest equity interest in any Restricted Subsidiary or (ii) the issuance by any Restricted Subsidiary that owns any Borrowing Base Property of any of its Equity Interests, if in either case the aggregate, consolidated Equity Interests of the Credit Parties in such Restricted Subsidiary will be reduced as a result of such transaction. Notwithstanding the foregoing to the contraryCredit Party, if nor will Borrower permit any Properties are transferred (by merger or otherwise) from one other Credit Party to another issue or sell any capital stock in such Credit Party in any Asset Disposition or other transfer equity interest or any option, warrant or other right to acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any Person other than the Person which is the direct parent of Property permitted hereunder, such transferred Properties shall be subject in each case to issuer on the requirements set forth in Article V.Closing Date.
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