Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000." (f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 2 contracts
Samples: Amendment Agreement (Sierra Pacific Resources), Amendment Agreement (Sierra Pacific Resources)
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "DisposeDISPOSE"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable and Related Security transferred from time to time on a revolving basis to the SPV, the Parent SPV, a commercial paper conduit, special purpose subsidiary conduit or similar entityother purchaser pursuant to a Receivables Purchase Facility; provided PROVIDED that (i) the aggregate face outstanding amount of capital associated with the Purchaser Interests that are Disposed of, or the outstanding amount of Advances made in respect of such Disposed accounts receivable, when added as the case may be, pursuant to all Receivables Purchase Facilities does not exceed $125,000,000 in the aggregate face as of any date of determination, and (ii) the aggregate net cash proceeds received by the Borrower for all Dispositions of accounts receivable and Related Security made pursuant to, or in connection with, Receivables Purchase Facilities are not less than the Minimum Advance Percentage of the aggregate amount of all other accounts receivable Disposed of in reliance on this clause (c)all such Dispositions; PROVIDED, does not exceed $125,000,000 HOWEVER, that, notwithstanding the foregoing, upon the occurrence and (ii) during the net cash proceeds from continuance of a Default or an Event of Default, the Disposition of such accounts receivable, (A) when added Borrower and its Subsidiaries may continue to the net cash proceeds of all other Dispositions Dispose of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on and Related Security pursuant to this clause (c) if (and only if)
(A) the conditions set forth in clauses (i) and (ii) above are satisfied at the time of each such Disposition and (B) at the time of cash proceeds received by the Borrower for each such Disposition, do not exceed the sum of (I) the balance Disposition are applied immediately as a prepayment of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual accountLoans pursuant to Section 2.08(b); PROVIDED, in each case as set forth in the Borrower's books and records; provided, furtherFURTHER, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided PROVIDED that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Samples: Credit Agreement (Nevada Power Co)
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), Dispose of any of its PropertiesProperty, whether now owned or hereafter acquired, or agreeissue or sell any shares of any Restricted Subsidiary’s Equity Interests to any Person, become except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage, zones or remain liable contingently depths as to which no proved reserves are attributable and assignments in connection with such farmouts;
(c) the sale or otherwise to do any transfer of obsolete or worn out equipment or other assets of the foregoingBorrower or such Restricted Subsidiary, except that, so long as or equipment that is no longer useful in the conduct of the business of the Borrower or such Restricted Subsidiary or equipment or assets that are replaced by equipment or assets of at least comparable value and use;
(d) if no Default or Event of Default shall have occurred and be continuing or shall exist at such time exists either before or after giving effect to such transactionDisposition, the Disposition of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties; provided that:
(i) at least 75% of the consideration received in respect of such Disposition shall be cash or Cash Equivalent Investments;
(ii) any non-cash consideration received (to the extent constituting an Investment) is permitted by Section 9.06;
(iii) 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 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 to that effect);
(iv) if such Disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates (or, in the case of any such event occurring prior to the Scheduled Redetermination scheduled to occur on or about May 1, 2024, the period from the Initial Fall 2023 Acquisition Closing Date to the Scheduled Redetermination Date for the Scheduled Redetermination scheduled to occur on or about May 1, 2024) has a PV-9 value that, when aggregated with the Hedge Termination Value of all Hedge Liquidations (after giving effect to any Hedge Transaction entered into by the Borrower or a Restricted Subsidiary since the most recent Scheduled Redetermination Date) during such period, will exceed five percent (5%) of the amount of the then effective Borrowing Base (in each case, as reasonably determined by the Administrative Agent), individually or in the aggregate, the Borrowing Base shall be adjusted pursuant to Section 2.07(g); provided that to the extent that the Borrower is notified by the Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Borrower or other Credit Party shall have received Net Cash Proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency;
(v) 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;
(vi) both before and after giving effect to such Disposition, the Borrower shall be in pro forma compliance with Section 9.01 (including Pro Forma Compliance with the financial ratio covenant set forth in Section 9.01(a));
(vii) no such Disposition (whether pursuant to one transaction or a series of related transactions) is a Disposition of all or substantially all of the Borrowing Base properties (whether pursuant to a Disposition of all, but not less than all, of the Equity Interests of any Restricted Subsidiary or otherwise); and
(viii) if, after giving effect to such Disposition, the aggregate monthly volumes of all commodity Hedge Transactions then in effect would exceed 100% of the reasonably anticipated production of crude oil and natural gas, calculated separately, as adjusted to give pro forma effect to such Disposition, in any subsequent calendar month, then the Borrower shall, or shall cause one or more other Credit Parties to, within thirty (30) days of such determinations terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Credit Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, the aggregate monthly volumes of all commodity Hedge Transactions will not exceed 100% of reasonably anticipated projected production, as so adjusted, for the then-current and any succeeding calendar months;
(e) Dispositions among the Borrower and the Guarantors that are Wholly Owned Subsidiaries; provided that both before and after giving effect to such Disposition, the Borrower and its the Restricted Subsidiaries may Dispose are in compliance with Section 8.14(b) as of Property the date of such Disposition without giving effect to the 30-day grace period specified in such Section;
(af) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount Permitted Asset Swaps or other Dispositions of such accounts receivableOil and Gas Properties, when added in each case, that are not then classified as “proved reserves” to the aggregate face amount of all one or more Persons other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 than a Credit Party or any Subsidiary thereof and (ii) Permitted Asset Swaps of Oil and Gas Properties that are then classified as “proved reserves” having a fair market value (as established in accordance with the net cash proceeds from definition of “Permitted Asset Swap”) not exceeding $35,000,000 in the aggregate in any fiscal year to one or more Persons other than a Credit Party or any Subsidiary thereof; provided that, in either case, no Default or Borrowing Base Deficiency exists or would result therefrom;
(g) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any Guarantor that is a Wholly Owned Subsidiary;
(h) any Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses assets (i) and from one Foreign Subsidiary to another Foreign Subsidiary, or (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant from a non-Guarantor Subsidiary to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the a Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:Party;
Appears in 1 contract
Samples: Fifth Amended and Restated Credit Agreement (Vital Energy, Inc.)
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or ------- agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts -------- receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by -------- ------- the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate -------- book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred by NPC or SPPC to a one or more commercial paper conduitconduits, special purpose subsidiary subsidiaries or similar entityentities; provided that (i) the aggregate face -------- amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 250,000,000, and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable by such entity made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of by such entity in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the BorrowerNPC's and SPPC's aggregate deferred energy accrual account accounts at such time and (II) the BorrowerNPC's and SPPC's aggregate deferred energy costs actually incurred but not yet reflected in the BorrowerNPC's and SPPC's respective deferred energy accrual accountaccounts, in each case as set forth in the BorrowerNPC's and SPPC's books and records; provided, further, that each Disposition made by the Borrower NPC or SPPC in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time; and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); ) provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000120,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, -------- when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower -------- ------- in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided -------- that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), ------- any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred from time to time on a revolving basis by NPC or SPPC to one or more commercial paper conduitconduits, special purpose subsidiary subsidiaries or similar entityentities; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount -------- receivable that each of all other accounts receivable Disposed NPC and SPPC may Dispose of in reliance on this clause (c), ) does not exceed $125,000,000 at any one time outstanding and (ii) the net cash proceeds from the each Disposition by NPC or SPPC of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions by NPC or SPPC, respectively, of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of by NPC or SPPC, respectively, in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the BorrowerNPC's or SPPC's (as applicable) deferred energy accrual account at such time and (II) the BorrowerNPC's or SPPC's (as applicable) deferred energy costs actually incurred but not yet reflected in the BorrowerNPC's or SPPC's (as applicable) deferred energy accrual account, in each case as set forth in the BorrowerNPC's or SPPC's (as applicable) books and records; provided, further, that each Disposition made by the Borrower NPC or SPPC in -------- ------- reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided -------- that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000120,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Samples: Credit Agreement (Nevada Power Co)
Dispositions of Properties. The No Borrower shall, and no Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, sell, convey, assign, leaselease as lessor (except to a Borrower as lessee, sale-leasebackand then subject to Section 7.11 hereof), transfer, abandon or otherwise dispose ofof (collectively, for purposes of this Section 7.10, "transfer"), voluntarily or involuntarily (collectively, "Dispose")involuntarily, any of its Propertiesproperties, or agree, become or remain liable (contingently or otherwise otherwise) to do any of the foregoing, except that, except:
(a) The Borrowers and Restricted Subsidiaries of the Borrowers may sell inventory in the ordinary course of business;
(b) The Borrowers and Restricted Subsidiaries of the Borrowers may dispose of equipment which is obsolete or no longer useful in the business of such Borrowers or such Restricted Subsidiaries;
(c) A Borrower may transfer its properties to another Borrower which is a wholly-owned Subsidiary of Genesis so long as no Default or Event of Default shall have occurred and be continuing or Potential Default shall exist at such time either before or after giving effect to such transactiontransfer;
(d) The Borrowers and Subsidiaries of the Borrowers may sell or lease the Synthetic Lease Property pursuant to the terms of the Synthetic Lease Facility; and
(e) So long as no Event of Default or Potential Default has occurred or would exist after giving effect to such transfer and subject to other restrictions contained herein, the Borrower Borrowers and its Restricted Subsidiaries of the Borrowers may Dispose transfer other properties (including ownership interests of Property (aa Subsidiary,) in transactions in subject to the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that following conditions:
(i) Unless the aggregate face amount of such accounts receivable, when added Required Lenders consent in writing to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), a transfer which does not exceed $125,000,000 and (ii) satisfy either or both of the net cash proceeds from following financial tests, both of the Disposition of such accounts receivable, following financial tests shall be satisfied:
(A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% The sum of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance fair market value of the Borrower's deferred energy accrual account at property subject to such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that proposed transfer plus the aggregate book fair market value of all Property Disposed property previously transferred (or deemed transferred through a redesignation of a Restricted Subsidiary or Investment as an Unrestricted Entity pursuant to this Section 6.04(d7.6(e)) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:pursuant to this
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Neither the Borrower nor any Restricted Subsidiary shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose")involuntarily, any of its Propertiesproperties, tangible or intangible, including without limitation stock, or agree, become or remain liable (contingently or otherwise otherwise) to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property except:
(a) in transactions The Borrower and Restricted Subsidiaries may sell inventory in the ordinary course of business consistent with past practice, business;
(b) that The Borrower and Restricted Subsidiaries may dispose of equipment and terminate leaseholds which, in each case, is obsolete, obsolete or no longer useful in their business;
(c) comprising accounts receivable transferred The Borrower and Restricted Subsidiaries may make Cash Equivalent Investments;
(d) Subject to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses Section 1.6(b)(ii) hereof, the Borrower and Restricted Subsidiaries may consummate a Permitted NCPM Sale Transaction;
(ie) The Borrower and Restricted Subsidiaries may dispose of Permitted Bond Purchases and Permitted Xxxx XX Investments;
(iif) above are satisfied at such time The Borrower and (d) Guarantors may dispose of its properties, tangible or intangible, in transactions with each other than (subject to compliance with any requirements applicable to Collateral hereunder or in the Security Documents);
(g) The Borrower may issue equity to the extent permitted by Section 6.11 (Issuances);
(h) The Borrower and Restricted Subsidiaries may dispose of any other property (including without limitation a division or Subsidiary) so long as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book fair market value of all Property Disposed property disposed of pursuant to this Section 6.04(dparagraph (h) from and after the date hereof shall does not exceed $50,000,000."5,000,000 in the aggregate in any fiscal year; and
(fi) The Borrower and Restricted Subsidiaries may make Stock Payments expressly permitted by Section 6.09 6.6 (Dividends and Related Distributions), loans, advances and capital contributions expressly permitted by Section 6.5 (Loans, Advances and Investments) and make other dispositions that are similarly expressly permitted by the covenants set forth in this Article VI. By way of illustration, and without limitation, it is understood that the Credit Agreement following are dispositions of property prohibited under this Section 6.10: any disposition of accounts, chattel paper or general intangibles, with or without recourse, and any disposition of any leasehold interest. Nothing in this Section 6.10 shall be amended construed to limit any other restriction on dispositions of property imposed by deleting it the Security Documents or otherwise in its entirety and replacing it with the following:Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Nco Group Inc)
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or ------- agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts -------- receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by -------- ------- the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate -------- book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practicebusiness, (b) that is obsolete, (c) comprising accounts receivable transferred by NPC or SPPC to a one or more commercial paper conduitconduits, special purpose subsidiary subsidiaries or similar entityentities; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 250,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable by such entity made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of by such entity in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the BorrowerNPC's and SPPC's aggregate deferred energy accrual account accounts at such time and (II) the BorrowerNPC's and SPPC's aggregate deferred energy costs actually incurred but not yet reflected in the BorrowerNPC's and SPPC's respective deferred energy accrual accountaccounts, in each case as set forth in the BorrowerNPC's and SPPC's books and records; provided, further, that each Disposition made by the Borrower NPC or SPPC in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time; and (d) in transactions other than as provided in Section 6.04 (a), (b) and ), (c); , and (d) provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d6.04 (e) from and after the date hereof shall not exceed $50,000,000120,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), ------- any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred from time to time on a revolving basis to a commercial paper conduit, special purpose subsidiary or similar entity; provided -------- that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), ) does not exceed $125,000,000 at any one time outstanding and (ii) the net cash proceeds from the each Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on -------- ------ this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided that the aggregate -------- book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Samples: Credit Agreement (Nevada Power Co)
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), ------- any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred from time to time on a revolving basis to a commercial paper conduit, special purpose subsidiary or similar entity; provided -------- that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), ) does not exceed $125,000,000 at any one time outstanding and (ii) the net cash proceeds from the each Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on -------- ------- this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to -------- this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
Samples: Credit Agreement (Nevada Power Co)
Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, -------- when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each -------- Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all -------- Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."
(f) Section 6.09 of the Credit Agreement shall be amended by deleting it in its entirety and replacing it with the following:
Appears in 1 contract
