Disposition of Properties. The Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, Dispose of any Property, except the below listed transactions:
(a) the Disposition of inventory, including Hydrocarbons and geological and seismic data, in the ordinary course of business.
(b) unless a Default or an Event of Default has occurred and is continuing or would result therefrom,
(i) Disposition of Properties to the extent permitted by Section 9.04(a), Section 9.05, and Section 9.10;
(ii) the Disposition of equipment or other Property (other than Oil and Gas Properties) that is either obsolete, worn-out or no longer necessary or useful for the business of the Borrower or any Restricted Subsidiary or is promptly replaced by equipment or Property of at least comparable value; and
(iii) subject to Section 2.07(f) and the Borrower’s compliance with Section 3.04(c)(iii), Dispositions of any Oil and Gas Properties or any interest therein or the Disposition of any Equity Interests of any Restricted Subsidiary directly or indirectly owning Oil and Gas Properties; provided that (A) at least seventy-five percent (75%) of the consideration received in respect of such Disposition shall be cash or Cash Equivalents, (B) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such Disposition (as reasonably determined by a Financial Officer of the Borrower, or if the aggregate consideration received in respect of such Disposition exceeds $50,000,000, the board of directors (or equivalent body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect) and (C) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Restricted Subsidiary.
(c) Farm-outs of undeveloped acreage or acreage to which no proved reserves in which the Borrower or any Restricted Subsidiary has an interest are attributable and assignments in connection with such farm-outs, in each case in the ordinary course of business (for purposes of this clause, farm-out means any contract whereby any Oil and Gas Property, or any interest therein, may be earned by one party, by the drilling or committing to drill one or more xxxxx by that party, whether directly or indirectly)....
Disposition of Properties. The Administrative Agent may, and at the direction of the Majority Lenders or pursuant to a Thirty-Three Percent Lender Instruction shall, require the Borrowers by written notice to sell or transfer (i) any Property that does not constitute a Financed Property within ninety (90) days following the acquisition of such Property (or, if later, ninety (90) days following the Closing Date) and (ii) any Disqualified Property or a Disqualified Non-Conforming Property (a) that fails to satisfy items 17, 18, 21 or 22 set forth on Schedule I-A or Schedule I-B, as applicable, or (b) to the extent any Adverse Claim, litigation or governmental proceeding is existing or pending or, to the actual knowledge of the relevant Property Manager or any Responsible Officer of the Parent, threatened against such Property and, in each case of clauses (a) and (b) above, such failure or such Adverse Claim, litigation or governmental proceeding could reasonably be expected to result in liability for the applicable Borrower in excess of the Allocated Loan Amount in respect of such Property and such liability is not otherwise covered by insurance, title insurance or other indemnity. Upon such written notice, the Borrowers shall sell or transfer such identified properties as soon as reasonably practicable and in any event within one hundred and twenty (120) days after the date of such notice; provided that, if any Adverse Claim, litigation or governmental proceeding is existing or pending or, to the actual knowledge of the relevant Property Manager or any Responsible Officer of the Parent, threatened against such Property which may result in liability for the applicable Borrower, adequate reserves reasonably satisfactory to the Administrative Agent shall have been, or upon such sale or disposition shall be, deposited in the Special Reserves Account (without duplication in respect of any amounts deposited in the Eligibility Reserves Account with respect to such Adverse Claim, litigation or governmental proceeding).
Disposition of Properties. Each of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, Dispose of any Property to any Person other than to Parent, the Borrower or to any of its Restricted Subsidiaries (other than an ABS Subsidiary), except that:
(a) any Group Member may Dispose of any Property which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business;
(b) any Group Member may Dispose of inventory or equipment in the ordinary course of business or may Dispose of accounts receivable and notes receivable arising in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary or advisable in order to prevent or limit loss;
(c) any Group Member may Dispose of any of its Property to an ABS Subsidiary to serve as collateral for Indebtedness of such ABS Subsidiary permitted by Section 9.01(m) so long as, immediately after giving effect to any such Disposition, the aggregate fair market value of all collateral securing Indebtedness of the ABS Subsidiaries payable to a Person other than a Group Member does not exceed 155% of the aggregate outstanding principal amount of all Indebtedness of the ABS Subsidiaries payable to a Person other than a Group Member at such time;
(d) any ABS Subsidiary may Dispose of Property to any Group Member;
(e) any Group Member may Dispose of Property as otherwise permitted by Section 9.03(g) or 9.03(i);
(f) any Group Member (other than any ABS Subsidiary) may Dispose of the property listed on Schedule 9.11(f);
(g) any Disposition of assets resulting from an expropriation, involuntary taking or similar action by a foreign government or the claims related thereto (including any receipt of proceeds related thereto or the subsequent sale or other Disposition of any non-cash consideration received therefrom) shall be permitted;
(h) any Group Member may Dispose of any of its Property in accordance with the Separation Documents as in effect on the Initial Availability Date as certified to by a Responsible Officer of the Borrower in accordance with Section 6.02(a)(vii) and as may be amended, supplemented or otherwise modified from time to time thereafter (without giving effect to any amendment, supplement or modification that provides for a material increase in the value of the Property required or permitted to be transferred b...
Disposition of Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (each of the foregoing, a “Disposition”) any Property except:
(a) Dispositions of Hydrocarbons, inventory and other goods held for sale in the ordinary course of business;
(b) (i) Dispositions of Hydrocarbon Interests to which no Proved Reserves are attributable and (ii) Oil and Gas Properties that are not Borrowing Base Properties and other assets not included in the Borrowing Base;
(c) Dispositions of (i) equipment, vehicles and immaterial assets (other than accounts receivable or Borrowing Base Properties) that are no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment, vehicles and other assets of at least comparable value and use and (ii) Cash Equivalents;
(d) Dispositions (including (x) Casualty Events (without regard to the amount thereof) or in connection with any condemnation proceeding and (y) Dispositions to Unrestricted Subsidiaries) of any Borrowing Base Properties of the Borrower or any Restricted Subsidiary or any interest therein or the Equity Interests of any Person owning Borrowing Base Properties; provided that (i) the consideration received from such Disposition shall comprise at least 75% cash, (ii) the consideration received in respect of such Disposition shall be equal to or greater than Fair Market Value (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying such determination), (iii) if such Disposition is of a Restricted Subsidiary owning Borrowing Base Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary and (iv) if such Dispositions of Borrowing Base Properties or Equity Interests of any Person owning Borrowing Base Properties could reasonably be expected to result in a Borrowing Base reduction pursuant to Section 2.08(b), then no later than two (2) Business Days prior to the date of consummation of any such Disposition, the Borrower shall provide notice to the Administrative Agent of such Disposition and the Borrowing Base Properties so Disposed and the Borrowing Base shall be adjusted in accordance with the provisions of Section 2.08(b);
(e) the Borrower and the Restricted Subsidiaries may Dispose of Property or assets to the Borrower or to...
Disposition of Properties. The Company shall not, and shall not ------------------------- permit the Subsidiaries to, sell, assign, exchange, transfer, lease or otherwise dispose of any of their respective properties (whether real or personal), other than properties sold, assigned, exchanged, transferred, leased or otherwise disposed of for fair value and in the ordinary course of business or properties transferred to the Company or a Subsidiary pursuant to the dissolution, conversion or merger of a Subsidiary permitted under Section 8.5, or properties ----------- with an aggregate value which does not exceed $2,500,000 in any one year; provided, however, any transfer of any or all of the assets, properties, -------- ------- business or stock of Standard Pacific Financing, L.P. and Standard Pacific Financing, Inc. shall be permitted and shall not be counted toward the limitation in this covenant.
Disposition of Properties. 15.1 Optionee may, at any time after exercising the Option pursuant to article 6 hereof, sell, transfer or otherwise dispose of all or any portion of its interest in and to the Properties and this Agreement provided that, at any time, Optionee has first obtained the consent in writing of Optionors, such consent not to be unreasonably withheld and further provided that, at any time during the currency of this Agreement, any purchaser, grantee or transferee of any such interest will have first delivered to Optionors its agreement related to this Agreement and to the Properties, containing:
(a) a covenant with Optionors by such transferee to perform all the obligations of Optionee to be performed under this Agreement in respect of the interest to be acquired by it from Optionee, and
(b) a provision subjecting any further sale, transfer or other disposition of such interest in the Properties and this Agreement or any portion thereof to the restrictions contained in this section 15.1.
15.2 The provisions of section 15.1 of this Agreement will not prevent Optionee from entering into an amalgamation or corporate reorganization, which will have the effect in law of the amalgamated or surviving company possessing all the property, rights and interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor company.
Disposition of Properties. The Company shall not, and shall not permit the Subsidiaries to, sell, assign, exchange, transfer, lease or otherwise dispose of any of their respective properties (whether real or personal), other than properties sold, assigned, exchanged, transferred, leased or otherwise disposed of for fair value and in the ordinary course of business.
Disposition of Properties. No Loan Party shall, sell, assign, exchange, transfer, lease, or otherwise dispose of any of their respective properties (whether real or personal), other than:
(a) properties sold, assigned, exchanged, transferred, leased, or otherwise disposed of for fair value and in the ordinary course of business (excluding a bulk sale of up to all of the properties held in a geographic region);
(b) transfers among the Loan Parties;
(c) the ownership interests of any Excluded Subsidiary or Homebuilding Joint Venture; and
(d) other properties sold, assigned, exchanged, transferred, leased, or otherwise disposed of for fair value with an aggregate value that does not exceed, in any period of twelve (12) consecutive months, (i) subject to the effect of the following clause (ii), ten percent (10%) of Consolidated Total Assets as of the date of disposition or (ii) if, at least ten (10) business days prior to any such disposition Borrower delivers to Administrative Agent a pro forma balance sheet and calculations evidencing that, after giving effect to such disposition, the Borrowing Base Debt will not exceed the Borrowing Base, twenty percent (20%) of Consolidated Total Assets as of the date of disposition.
Disposition of Properties. Borrower shall not, and shall not permit its Subsidiaries (other than Excluded Subsidiaries) to, sell, assign, exchange, transfer, lease, or otherwise dispose of any of their respective properties (whether real or personal), other than:
(a) properties sold, assigned, exchanged, transferred, leased, or otherwise disposed of for fair value and in the ordinary course of business;
(b) transfers among Borrower and its Subsidiaries or between Subsidiaries so long as Borrower complies with Section 8.9;
(c) so long as no Default or Event of Default exists before or after giving effect thereto, the sale, assignment, exchange, transfer, lease or other disposal for fair value of (i) properties acquired in connection with an acquisition permitted by Section 8.17 or (ii) properties owned by Borrower or any Subsidiary that are located in the same geographic market as any part of the properties acquired in accordance with an acquisition permitted by Section 8.17 and that are being disposed of in good faith as a result of overlap between existing operations and operations acquired in connection with an acquisition permitted by Section 8.17; provided, that, Borrower provides notice to Administrative Agent of its intent to sell, assign, exchange, transfer, lease or otherwise dispose of such properties within twelve (12) months of the closing date of the acquisition and the sale, assignment, exchange, transfer, lease or other disposition occurs within twelve (12) months of the date such notice is provided to Administrative Agent;
(d) any transfer of any or all of the assets, properties, business or stock of (i) FLS, (ii) Standard Pacific Financing, L.P., or (iii) Standard Pacific Financing, Inc.; and
(e) other properties sold, assigned, exchanged, transferred, leased, or otherwise disposed of for fair value with an aggregate value which does not exceed in any period of twelve (12) consecutive months an amount equal to ten percent (10%) of Consolidated Total Assets (other than assets of Excluded Subsidiaries) as of the date of disposition.
Disposition of Properties. Neither the Company, nor the REIT, nor any of their Subsidiaries shall, directly or indirectly, (a) make any Disposition of any Borrowing Base Property, or enter into any agreement to do so, provided, however, so long as no Default or Event of Default is then continuing, the Company shall have the right to sell or refinance a Borrowing Base Property (i) on or before the Conversion Date by paying to the Agent for distribution to the Banks an amount equal to the amount which would be required to be paid to the Banks so that the Outstanding Amount of the Revolving Loan immediately after such sale or refinance would not exceed the Revolving Loan Borrowing Base (calculated without including the Borrowing Base Property so sold or refinanced as one of the Borrowing Base Properties), and upon receipt of such payment, the Agent shall release such Borrowing Base Property as Collateral hereunder, and (ii) following the Conversion Date by paying to the Agent for distribution to the Banks an amount equal to the greater of the Term Loan Amount for such Borrowing Base Property or the amount which would be required to be paid to the Banks so that the Outstanding Amount of the Term Loan immediately after such sale or refinance would not exceed the Term Loan Borrowing Base (calculated without including the Borrowing Base Property so sold or refinanced as one of the Borrowing Base Properties), and upon receipt of such payment, the Agent shall release such Borrowing Base Property as Collateral hereunder, (b) make any Disposition of its interest in any Management Entity, or enter into any agreement to do so, or (c) make any Disposition of any other Property, or enter into any agreement to do so, unless in the case of this clause (c) such Disposition is at fair market value, and at the time of the Disposition no Event of Default exists.
