Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 9.04 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Loans, owing to it to Borrower or any of its Subsidiaries on a non-pro rata basis, subject to the following limitations:
Assignments to Borrower. No such assignment shall be made (v) to Parent, Borrower or any Affiliate or Subsidiary of Parent or Borrower; provided that (x) purchases by the Borrower shall be permitted in accordance with Section 2.16 and (y) any Lender may, at any time, assign all or a portion of its Loans to Borrower pursuant to open market purchases pursuant to Section 11.06(l).
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Closing Date Term Loan Commitment, Closing Date Term Loans, New Term Loan Commitment or New Term Loans owing to it to Borrower or any of its Subsidiaries on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Closing Date Term Loan or New Term Loan and any related Closing Date Term Loan Commitments or New Term Loan Commitments), subject to the following limitations:
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 14.3 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Loans owing to it to Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments), through, at Borrower’s option, either (x) one or more modified Dutch auctions conducted by Borrower (each, an “Auction”) to repurchase all or any portion of the Loans or (y) repurchases of all or any portion of the Loans by Borrower through non-Auction repurchases, in each case subject to the following additional limitations:
Assignments to Borrower. Notwithstanding anything to the contrary contained herein, any Lender may sell, transfer and assign all or any portion of its Term Loan to any Borrower, but only if any such Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by such Borrower; provided that each Term Lender shall have the right to sell, transfer and assign, in its sole discretion, on a pro rata basis, the amount of its Term Loan Percentage in such Applicable Loans. Agent will not consent to such assignment unless it has notified each Term Lender, as applicable, of such proposed assignment to any Borrower and given such Lender at least three (3) Business Days to decide whether it will participate in such assignment.
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as (i) the sum of (x) Unrestricted Cash included in the balance sheet of Borrower and its Subsidiaries on a Deconsolidated Basis as of such date plus (y) the Availability Amount (as defined under the SVB Credit Agreement as of the date hereof) as of such date plus (z) the aggregate amount then available to be drawn as of such date under revolving credit facilities permitted under Section 6.1(e) of this Agreement shall equal or exceed $15,000,000 in the aggregate and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Loan Commitment or Loans owing to it to Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Loan Commitments), subject to the following limitations:
Assignments to Borrower. Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its B Term Loans to the Borrower; provided that:
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Term Loan Commitment or Term Loans owing to it to Parent or Borrower or any of Parent’s other Subsidiaries on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments), subject to the following limitations:
Assignments to Borrower. Lender shall have received satisfactory evidence, in the Lender’s sole discretion, of (i) the assignment of (A) the PHA from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the PHA, (B) any Transportation Agreements from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under such Transportation Agreements, (C) the Cxxxxx Joint Operating Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Cxxxxx Joint Operating Agreement, (D) the Well Log Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Well Log Agreement, (E) the Design Study Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Design Study Agreement, (F) the Little Gem Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Little Gem Agreement, and (G) the BP Settlement Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the BP Settlement Agreement, and (ii) any consents required in connection with such assignments.
Assignments to Borrower. The Bank shall have received, reviewed and approved all assignments of the Oil and Gas Properties to the Borrower by the debtors in the Bankruptcy Case, such assignments being free of liens and encumbrances of any kind as described in the Bankruptcy Court approved orders, approvals and consents in the Bankruptcy Case.
