Common use of Dispositions of Properties Clause in Contracts

Dispositions of Properties. The Borrower shall not, and shall not permit any Subsidiary to, sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, any of its properties, now existing or hereafter acquired, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except: (a) Sales of inventory, licenses (as licensor) of software or other intellectual property, all in the ordinary course of business; (b) Disposition of equipment and other operating assets which are obsolete or no longer useful in the business of the Borrower or such Subsidiary, as the case may be; (c) Lease or sublease of unoccupied office space; (d) Dispositions in Permitted Mergers, and other dispositions between Wholly Owned Subsidiaries of the Borrower; (e) Disposition outside the ordinary course of business of all (but not less than all) of the Shares of Capital Stock of TIMCO, or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditions: (i) any such disposition of property is for not less than the Fair Market Value of the property disposed of (as determined in good faith by the Board of Directors of the transferor, whose determination shall be evidenced by a written resolution of such Board), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of cash or Cash Equivalent Investments; and (ii) in the case of disposition of Shares of Capital Stock of, or assets of, TIMCO, TIMCO shall be conducting substantially the business conducted by it on the Closing Date, and shall not be conducting any different or additional business or have any material assets in addition to those it had on the Closing Date; and (f) Other dispositions of property from time to time for not less than its Fair Market Value, provided that dispositions under this Section 7.09(f) shall not exceed $5,000,000 in the aggregate in any fiscal year. Without limitation of the foregoing, it is understood that the following are dispositions of property subject to this Section 7.09: any disposition of accounts, chattel paper or general intangibles, with or without recourse; any disposition of any leasehold interest; and any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall not, and shall not permit any Subsidiary to sell, convey, assign, transfer or otherwise dispose of, voluntarily or involuntarily, any of its accounts, chattel paper, general intangibles or other financial assets with or without recourse, in any factoring, structured financing, or other transaction having the practical effect, directly or indirectly, of a financing, whether or not such transaction is in the form of a "true sale" of such financial assets by the Borrower or such Subsidiary.

Dispositions of Properties. The Borrower shall not, and shall not permit any Subsidiary to, sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, any of its properties, now existing or hereafter acquired, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except: (a) Sales of inventory, licenses (as licensor) of software or other intellectual property, all in the ordinary course of business; (b) [Reserved]; (c) Disposition of equipment and other operating assets which are obsolete or no longer useful in the business of the Borrower or such Subsidiary, as the case may be; (cd) Lease or sublease of unoccupied office space; (de) Dispositions in Permitted Mergers, and other dispositions between Wholly Owned Subsidiaries of the Borrower;; and (ef) Disposition outside the ordinary course of business of all (but not less than all) of the Shares of Capital Stock of TIMCO, or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditions: (i) any such disposition of property is for not less than the Fair Market Value of the property disposed of (as determined in good faith by the Board of Directors of the transferor, whose determination shall be evidenced by a written resolution of such Board), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of cash or Cash Equivalent Investments; (ii) [Reserved]; and (iiiii) in the case of disposition of Shares of Capital Stock of, or assets of, TIMCO, TIMCO shall be conducting substantially the business conducted by it on the Closing DateJune 29, 1995, and shall not be conducting any different or additional business or have any material assets in addition to those it had on the Closing Date; and (f) Other dispositions of property from time to time for not less than its Fair Market ValueJune 29, provided that dispositions under this Section 7.09(f) shall not exceed $5,000,000 in the aggregate in any fiscal year1995. Without limitation of the foregoing, it is understood that the following are dispositions of property subject to this Section 7.09: any disposition of accounts, chattel paper or general intangibles, with or without recourse; any disposition of any leasehold interest; and any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall not, and shall not permit any Subsidiary to sell, convey, assign, transfer or otherwise dispose of, voluntarily or involuntarily, any of its accounts, chattel paper, general intangibles or other financial assets with or without recourse, in any factoring, structured financing, or other transaction having the practical effect, directly or indirectly, of a financing, whether or not such transaction is in the form of a "true sale" of such financial assets by the Borrower or such Subsidiary.

Dispositions of Properties. The Borrower shall will not, and shall will not permit any Subsidiary or Xxxxxx 2009 Partnership to, sellDispose of any Property or any interest therein (including within such prohibition transfers and dispositions of overriding royalty interests, conveyproduction payments, assignnet profits interests and any other interests payable out of or measured by production or the proceeds of production) or any Subsidiary owning any such Oil and Gas Property, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, any of its properties, now existing or hereafter acquired, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, exceptother than: (a) Sales (i) sales of inventoryHydrocarbons in the ordinary course of business; (ii) sales of equipment (other than the Aircraft) that is (x) obsolete, licenses worn out, depleted or uneconomic and disposed of in the ordinary course of business; (as licensory) no longer necessary for the business of software the Borrower or any Subsidiary; and (z) contemporaneously replaced by equipment of at least comparable use and value and (iii) the exchange of equipment (other intellectual property, all than the Aircraft) for other equipment of at least comparable value in the ordinary course of business; (b) Dispositions of assets by any Loan Party or the Xxxxxx 2009 Partnership to any other Loan Party (other than any Disposition by Borrower or CIE in one transaction or a series of equipment transactions of all or substantially all of its respective assets); provided that, with respect to any such Disposition that consists of Oil and other operating assets which are obsolete Gas Properties or activities related to Oil and Gas Properties, the following conditions must be satisfied: (i) no longer useful in Default or Event of Default has occurred and is continuing, (ii) such Disposition shall not adversely affect the business Liens of the Borrower Administrative Agent or any Secured Party granted under any Loan Document and (iii) the Administrative Agent shall have given its prior written consent to such SubsidiaryDisposition (not to be unreasonably withheld, as the case may beconditioned or delayed); (c) Lease Dispositions to any Xxxxxx Drilling Fund of any Oil and Gas Properties (including pursuant to the sale of not less than 100% of the Equity Interests of any Subsidiary) on which no Proved Reserve is located, so long as (i) such Dispositions do not exceed, individually or sublease in the aggregate, $5,000,000 and (ii) any non-cash consideration received by any Loan Party in connection with such Disposition shall be pledged by such Loan Party to Administrative Agent for the benefit of unoccupied office spacethe Secured Parties as security for the Secured Obligations; provided that, the Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer of the Borrower certifying that (A) no Default or Event of Default is existing or would result therefrom, (B) the consideration received from any such Disposition is at least equal to the fair market value of the Oil and Gas Properties subject to such Disposition, as reasonably determined in good faith by the board of directors (or equivalent governing body) of such Loan Party, and (C) the Borrower is in compliance with Section 9.01 after giving effect to such Disposition of Oil and Gas Properties; (d) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in Permitted Mergersconnection with workouts or bankruptcy, and insolvency or other dispositions between Wholly Owned Subsidiaries of the Borrowersimilar proceedings with respect thereto; (e) a Disposition outside the ordinary course of business of all (but not less than all) of the Shares of Capital Stock of TIMCO, or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditions: Aircraft so long as (i) any the Net Cash Proceeds received from such disposition Disposition have been or immediately shall be paid to Administrative Agent for application in accordance with Section 3.04(c)(i) by wire transfer of property immediately available funds to the Administrative Agent, and (ii) the consideration received from such Disposition consists of cash and is for not less than at least equal to the Fair Market Value fair market value of the property disposed of (Aircraft, as reasonably determined in good faith by the Board board of Directors directors of the transferorBorrower (and upon any Disposition of the Aircraft in accordance with this sentence, whose determination shall be evidenced the Administrative Agent agrees to, at the sole cost and expense of the Borrower, release its Lien upon the Aircraft in connection with such Disposition); (f) Dispositions of Tennessee Oil and Gas Properties; (g) the CIE Pipeline Asset Disposition; (h) Dispositions of Cash Equivalents and Investments permitted by a written resolution of such BoardSection 9.05(j) and Section 9.05(o), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of cash or Cash Equivalent Investments; and (iii) in the case other Dispositions of disposition of Shares of Capital Stock of, or assets of, TIMCO, TIMCO shall be conducting substantially the business conducted Properties not regulated by it on the Closing Date, and shall Section 9.12(a) to (h) having a fair market value not be conducting any different or additional business or have any material assets in addition to those it had on the Closing Date; and (f) Other dispositions of property from time to time for not less than its Fair Market Value, provided that dispositions under this Section 7.09(f) shall not exceed $5,000,000 in the aggregate in 4,000,000 during any fiscal year. Without limitation of 12-month period; provided, that, notwithstanding the foregoing, it is understood that the following are dispositions shall be a condition to any Disposition of property subject Oil and Gas Properties pursuant to this Section 7.09: 9.12 that (a) the Borrower is in compliance with Section 9.01 immediately before and after giving effect to such Disposition of Oil and Gas Properties, (b) the consideration received from any disposition such Disposition is at least equal to the fair market value of accountsthe Oil and Gas Properties subject to such Disposition, chattel paper as reasonably determined in good faith by the board of directors (or general intangibles, with or without recourse; any disposition equivalent governing body) of any leasehold interest; and any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall notsuch Loan Party, and (c) 100% of the consideration for such Oil and Gas Properties shall not permit any Subsidiary to sell, convey, assign, transfer be cash or otherwise dispose of, voluntarily or involuntarily, any of its accounts, chattel paper, general intangibles or other financial assets with or without recourse, in any factoring, structured financing, or other transaction having the practical effect, directly or indirectly, of a financing, whether or not such transaction is in the form of a "true sale" of such financial assets by the Borrower or such SubsidiaryCash Equivalents.

Dispositions of Properties. The Borrower shall will not, and shall will not permit any Subsidiary or Xxxxxx 2009 Partnership to, sellDispose of any Property or any interest therein (including within such prohibition transfers and Dispositions of overriding royalty interests, conveyproduction payments, assignnet profits interests and any other interests payable out of or measured by production or the proceeds of production) or any Subsidiary owning any such Oil and Gas Property, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, any of its properties, now existing or hereafter acquired, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, exceptother than: (a) Sales (i) sales of inventoryHydrocarbons in the ordinary course of business; (ii) sales of equipment (other than the Aircraft) that is (x) obsolete, licenses worn out, depleted or uneconomic and disposed of in the ordinary course of business; (as licensory) no longer necessary for the business of software the Borrower or any Subsidiary; and (z) contemporaneously replaced by equipment of at least comparable use and value and (iii) the exchange of equipment (other intellectual property, all than the Aircraft) for other equipment of at least comparable value in the ordinary course of business; (b) Disposition so long as no Event of equipment Default then exists or would result from such action, sales, farmouts and other operating assets which are obsolete or no longer useful leases of any of the Oil and Gas Properties not included in the business determination of the Borrower or then current Borrowing Base, so long as such Subsidiarysales, as farmouts and leases are in the case may be;ordinary course of business and on terms customary in the industry (c) Lease or sublease Disposition of unoccupied office space;any Investments permitted under Section 9.05(c) through 9.05(f), Section 9.05(j) and Section 9.05(o) (but only to the extent they are of the type permitted in Section 9.05(c) through (f) and 9.05(j)). (d) Dispositions (including farmouts) of any Oil and Gas Properties included in Permitted Mergers, and other dispositions between Wholly Owned Subsidiaries the determination of the Borrower;then current Borrowing Base or any interest therein or Equity Interests of any Subsidiary owning Oil and Gas Properties included in the determination of the then current Borrowing Base provided that: (i) 100% of the consideration received in respect of such Disposition of any such Oil and Gas Property or Equity Interests shall be cash; (ii) no Event of Default has occurred and is continuing at the date of such Disposition and no Event of Default would result therefrom and (iii) if the aggregate fair market value (calculated at the time of such Disposition) of all such Oil and Gas Properties and/or Equity Interests disposed of, together with the aggregate Swap Agreement PV of all commodity hedge positions terminated and/or offset, in each case, since the last Borrowing Base redetermination exceeds 5% of the then-effective Borrowing Base, then no later than ten Business Days’ prior to such Disposition or concurrently with such termination, as applicable, the Borrower shall provide notice to the Administrative Agent of such Disposition or termination and the Borrowing Base shall be adjusted to remove the Borrowing Base value of such Oil and Gas Properties so disposed or adjusted for the hedge positions terminated, as applicable (e) Dispositions of assets by any Loan Party or the Xxxxxx 2009 Partnership to any other Loan Party (other than any Disposition outside the ordinary course by Borrower or CIE in one transaction or a series of business transactions of all or substantially all of its respective assets); provided that, with respect to any such Disposition that consists of Oil and Gas Properties or activities related to Oil and Gas Properties, the following conditions must be satisfied: (but i) no Default or Event of Default has occurred and is continuing, (ii) such Disposition shall not adversely affect the Liens of the Administrative Agent or any Secured Party granted under any Loan Document and (iii) the Administrative Agent shall have given its prior written consent to such Disposition (not to be unreasonably withheld, conditioned or delayed); (f) Dispositions to any Xxxxxx Drilling Fund of any Oil and Gas Properties (including pursuant to the sale of not less than all) 100% of the Shares Equity Interests of Capital Stock of TIMCOany Subsidiary) on which no Proved Reserves are located, or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditions: so long as (i) such Dispositions do not exceed, individually or in the aggregate, $5,000,000 and (ii) any non-cash consideration received by any Loan Party in connection with such Disposition shall be pledged by such Loan Party to Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations; provided that, the Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer of the Borrower certifying that (A) no Default or Event of Default is existing or would result therefrom, (B) the consideration received from any such disposition of property Disposition is for not less than at least equal to the Fair Market Value fair market value of the property disposed of (Oil and Gas Properties subject to such Disposition, as reasonably determined in good faith by the Board board of Directors directors (or equivalent governing body) of such Loan Party, and (C) the Borrower is in compliance with Section 9.01 after giving effect to such Disposition of Oil and Gas Properties; (g) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (h) a Disposition of the transferor, whose determination shall be evidenced Aircraft; (i) Dispositions of Tennessee Oil and Gas Properties; (j) the CIE Pipeline Asset Disposition; (k) Dispositions of Cash Equivalents and Investments permitted by a written resolution of such BoardSection 9.05(j) and Section 9.05(o), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of cash or Cash Equivalent Investments; and (iil) in the case other Dispositions of disposition of Shares of Capital Stock of, or assets of, TIMCO, TIMCO shall be conducting substantially the business conducted Properties not regulated by it on the Closing Date, and shall Section 9.12(a) to (h) having a fair market value not be conducting any different or additional business or have any material assets in addition to those it had on the Closing Date; and (f) Other dispositions of property from time to time for not less than its Fair Market Value, provided that dispositions under this Section 7.09(f) shall not exceed $5,000,000 in the aggregate in 4,000,000 during any fiscal year. Without limitation of 12-month period; provided, that, notwithstanding the foregoing, it is understood that the following are dispositions shall be a condition to any Disposition of property subject Oil and Gas Properties pursuant to this Section 7.09: 9.12 that (a) the Borrower is in compliance with Section 9.01 immediately before and after giving effect to such Disposition of Oil and Gas Properties, (b) the consideration received from any disposition such Disposition is at least equal to the fair market value of accountsthe Oil and Gas Properties subject to such Disposition, chattel paper as reasonably determined in good faith by the board of directors (or general intangibles, with or without recourse; any disposition equivalent governing body) of any leasehold interest; and any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall notsuch Loan Party, and (c) 100% of the consideration for such Oil and Gas Properties shall not permit any Subsidiary to sell, convey, assign, transfer be cash or otherwise dispose of, voluntarily or involuntarily, any of its accounts, chattel paper, general intangibles or other financial assets with or without recourse, in any factoring, structured financing, or other transaction having the practical effect, directly or indirectly, of a financing, whether or not such transaction is in the form of a "true sale" of such financial assets by the Borrower or such SubsidiaryCash Equivalents.

Dispositions of Properties. The Borrower shall will not, and shall will not permit any Subsidiary or Xxxxxx 2009 Partnership to, sellDispose of any Property or any interest therein (including within such prohibition transfers and Dispositions of overriding royalty interests, conveyproduction payments, assignnet profits interests and any other interests payable out of or measured by production or the proceeds of production) or any Subsidiary owning any such Oil and Gas Property, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, any of its properties, now existing or hereafter acquired, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, exceptother than: (a) Sales (i) sales of inventoryHydrocarbons in the ordinary course of business; (ii) sales of equipment (other than the Aircraft) that is (x) obsolete, licenses worn out, depleted or uneconomic and disposed of in the ordinary course of business; (as licensory) no longer necessary for the business of software the Borrower or any Subsidiary; and (z) contemporaneously replaced by equipment of at least comparable use and value and (iii) the exchange of equipment (other intellectual property, all than the Aircraft) for other equipment of at least comparable value in the ordinary course of business; (b) Dispositions of assets by any Loan Party or the Xxxxxx 2009 Partnership to any other Loan Party (other than any Disposition by Borrower or CIE in one transaction or a series of equipment transactions of all or substantially all of its respective assets); provided that, with respect to any such Disposition that consists of Oil and other operating assets which are obsolete Gas Properties or activities related to Oil and Gas Properties, the following conditions must be satisfied: (i) no longer useful in Default or Event of Default has occurred and is continuing, (ii) such Disposition shall not adversely affect the business Liens of the Borrower Administrative Agent or any Secured Party granted under any Loan Document and (iii) the Administrative Agent shall have given its prior written consent to such SubsidiaryDisposition (not to be unreasonably withheld, as the case may beconditioned or delayed); (c) Lease Dispositions to any Xxxxxx Drilling Fund of any Oil and Gas Properties (including pursuant to the sale of not less than 100% of the Equity Interests of any Subsidiary) on which no Proved Reserves are located, so long as (i) such Dispositions do not exceed, individually or sublease in the aggregate, $5,000,000 and (ii) any non-cash consideration received by any Loan Party in connection with such Disposition shall be pledged by such Loan Party to Administrative Agent for the benefit of unoccupied office spacethe Secured Parties as security for the Secured Obligations; provided that, the Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer of the Borrower certifying that (A) no Default or Event of Default is existing or would result therefrom, (B) the consideration received from any such Disposition is at least equal to the fair market value of the Oil and Gas Properties subject to such Disposition, as reasonably determined in good faith by the board of directors (or equivalent governing body) of such Loan Party, and (C) the Borrower is in compliance with Section 9.01 after giving effect to such Disposition of Oil and Gas Properties; (d) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in Permitted Mergersconnection with workouts or bankruptcy, and insolvency or other dispositions between Wholly Owned Subsidiaries of the Borrowersimilar proceedings with respect thereto; (e) a Disposition outside the ordinary course of business of all (but not less than all) of the Shares of Capital Stock of TIMCO, or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditions: Aircraft so long as (i) any the Net Cash Proceeds received from such disposition Disposition have been or immediately shall be paid to Administrative Agent for application in accordance with Section 3.04(c)(i) by wire transfer of property immediately available funds to the Administrative Agent, and (ii) the consideration received from such Disposition consists of cash and is for not less than at least equal to the Fair Market Value fair market value of the property disposed of (Aircraft, as reasonably determined in good faith by the Board board of Directors directors of the transferorBorrower (and upon any Disposition of the Aircraft in accordance with this sentence, whose determination shall be evidenced the Administrative Agent agrees to, at the sole cost and expense of the Borrower, release its Lien upon the Aircraft in connection with such Disposition); (f) Dispositions of Tennessee Oil and Gas Properties; (g) the CIE Pipeline Asset Disposition; (h) Dispositions of Cash Equivalents and Investments permitted by a written resolution of such BoardSection 9.05(j) and Section 9.05(o), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of cash or Cash Equivalent Investments; and (iii) in the case other Dispositions of disposition of Shares of Capital Stock of, or assets of, TIMCO, TIMCO shall be conducting substantially the business conducted Properties not regulated by it on the Closing Date, and shall Section 9.12(a) to (h) having a fair market value not be conducting any different or additional business or have any material assets in addition to those it had on the Closing Date; and (f) Other dispositions of property from time to time for not less than its Fair Market Value, provided that dispositions under this Section 7.09(f) shall not exceed $5,000,000 in the aggregate in 4,000,000 during any fiscal year. Without limitation of 12-month period; provided, that, notwithstanding the foregoing, it is understood that the following are dispositions shall be a condition to any Disposition of property subject Oil and Gas Properties pursuant to this Section 7.09: 9.12 that (a) the Borrower is in compliance with Section 9.01 immediately before and after giving effect to such Disposition of Oil and Gas Properties, (b) the consideration received from any disposition such Disposition is at least equal to the fair market value of accountsthe Oil and Gas Properties subject to such Disposition, chattel paper as reasonably determined in good faith by the board of directors (or general intangibles, with or without recourse; any disposition equivalent governing body) of any leasehold interest; and any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall notsuch Loan Party, and (c) 100% of the consideration for such Oil and Gas Properties shall not permit any Subsidiary to sell, convey, assign, transfer be cash or otherwise dispose of, voluntarily or involuntarily, any of its accounts, chattel paper, general intangibles or other financial assets with or without recourse, in any factoring, structured financing, or other transaction having the practical effect, directly or indirectly, of a financing, whether or not such transaction is in the form of a "true sale" of such financial assets by the Borrower or such SubsidiaryCash Equivalents.

Dispositions of Properties. The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, convey, assign, lease, transfer, abandon or otherwise dispose of, voluntarily or involuntarily, directly or indirectly, Dispose of any of its propertiesproperty, whether now existing owned or hereafter acquired, or agreeissue or sell any shares of any Restricted Subsidiary’s Equity Interests to any Person, become or remain liable (contingently or otherwise) to do any of the foregoing, exceptexcept for: (a) Sales the sale of inventory, licenses (as licensor) of software or other intellectual property, all Hydrocarbons in the ordinary course of business; (b) Disposition farmouts of equipment undeveloped acreage, zones or depths as to which no proved reserves are attributable and other operating assets which are assignments in connection with such farmouts; (c) the sale or transfer of obsolete or worn out equipment or other assets of the Borrower or such Restricted Subsidiary, or equipment that is no longer useful in the conduct of the business of the Borrower or such Subsidiary, as the case may be; (c) Lease Restricted Subsidiary or sublease equipment or assets that are replaced by equipment or assets of unoccupied office spaceat least comparable value and use; (d) Dispositions in Permitted Mergersif no Default exists either before or after giving effect to such Disposition, the Disposition of any Oil and other dispositions between Wholly Owned Subsidiaries of the Borrower; (e) Disposition outside the ordinary course of business of all (but not less than all) of the Shares of Capital Stock of TIMCO, Gas Property or substantially all the assets of TIMCO (but not less than substantially all of such assets), subject to the following conditionsany interest therein or any Restricted Subsidiary owning Oil and Gas Properties; provided that: (i) any such disposition at least 75% of property is for not less than the Fair Market Value of the property disposed of (as determined in good faith by the Board of Directors of the transferor, whose determination shall be evidenced by a written resolution of such Board), and the consideration received by the Borrower or the relevant Subsidiary in respect of such disposition consists entirely of Disposition shall be cash or Cash Equivalent Investments; and134 (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 disposition any such event occurring prior to April 1, 2023, the period from the Effective Date to April 1, 2023) has a PV-9 value that, when aggregated with the Hedge Termination Value of Shares all Hedge Liquidations during such period, will exceed five percent (5%) of Capital Stock ofthe 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 Loan Party shall have received Net Cash Proceeds, or assets ofshall have cash on hand, TIMCOsufficient to eliminate any such potential Borrowing Base Deficiency; (v) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, TIMCO 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 conducting 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 business conducted by it on Borrowing Base properties (whether pursuant to a Disposition of all, but not less than all, of the Closing Date, and shall not be conducting Equity Interests of any different Restricted Subsidiary or additional business or have any material assets in addition to those it had on the Closing Dateotherwise; and (fviii) Other dispositions if, after giving effect to such Disposition, the aggregate monthly volumes of property from time 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 time give pro forma effect to such Disposition, in any subsequent calendar month, then the Borrower shall, or shall cause one or more other Loan Parties to, within thirty (30) days of such determinations terminate, create off-setting positions, allocate volumes to other production for which the 135 Borrower and the other Loan 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 less than its Fair Market Valueexceed 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 dispositions under this both before and after giving effect to such Disposition, the Borrower and the Restricted Subsidiaries are in compliance with Section 7.09(f8.14(c) shall as of the date of such Disposition without giving effect to the 30-day grace period specified in such Section; (i) Permitted Asset Swaps or other Dispositions of Oil and Gas Properties, in each case, that are not exceed then classified as “proved reserves” to one or more Persons other than a Loan 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 definition of “Permitted Asset Swap”) not exceeding $5,000,000 35,000,000 in the aggregate in any fiscal year. Without limitation year to one or more Persons other than a Loan 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 assets (i) from one Foreign Subsidiary to another Foreign Subsidiary, or (ii) from a non-Guarantor Subsidiary to a Loan Party; (i) Dispositions of Cash Equivalent Investments in the ordinary course of business and for fair market value; (j) the sale and discount of receivables permitted by Section 9.21; (k) Dispositions consisting of any compulsory pooling or unitization ordered by a Governmental Authority with jurisdiction over the Borrower’s or any of its Restricted Subsidiaries’ Oil and Gas Properties; (l) any Casualty Event; (m) other Dispositions of assets not exceeding $50,000,000 in the aggregate in any fiscal year of the foregoingBorrower; provided that (x) such Dispositions shall not include any “proved developed reserves” included in the most recent redetermination of the Borrowing Base and (y) no more than $25,000,000 of such assets in the aggregate in any such fiscal year shall comprise “proved undeveloped reserves” included in the most recent redetermination of the Borrowing Base; and (n) so long as no Default, it Event of Default or Borrowing Base Deficiency has occurred and is understood continuing or would result therefrom, the Disposition of seismic, geologic or other data and license rights in the ordinary course of business so long as such Disposition does not materially impair the Borrower’s or any Restricted Subsidiary’s operation of the Oil and Gas Properties included in the Borrowing Base; provided, however, that the following are dispositions of property subject any Disposition pursuant to this Section 7.09: any disposition of accounts9.05 (other than clauses (c), chattel paper (e), (j) (k) or general intangibles(l)) shall be for fair market value. Notwithstanding anything to the contrary herein contained, with or without recourse; any disposition (i) the Borrower shall use the Net Cash Proceeds, if any, of any leasehold interest; and Disposition made while a Borrowing Base deficiency exists to reduce such Borrowing Base Deficiency, (ii) any disposition of any Shares of Capital Stock in or Indebtedness of any Subsidiary. The Borrower shall not, and shall not permit any Subsidiary to sell, convey, assign, transfer or otherwise dispose of, voluntarily or involuntarily, any of its accounts, chattel paper, general intangibles or other financial assets with or without recourse, in any factoring, structured financing, or other transaction having the practical effect, directly or indirectly, of a financing, whether or not such transaction is in the form of a "true sale" of such financial assets Disposition constituting an Investment by the Borrower or a Guarantor in an Unrestricted Subsidiary or a non-Guarantor Restricted Subsidiary shall be subject to Section 9.06, (iii) in the event of the Disposition of Equity Interests in any Restricted Subsidiary to any Person other than the Borrower or a Guarantor, the Disposition shall be of all such SubsidiaryEquity Interests held by the Borrower and its Subsidiaries and (iv) any Disposition of Oil and Gas Properties included in the Borrowing Base or the Equity Interests of any Restricted Subsidiary owning Oil and Gas Properties included in the Borrowing Base, shall be permitted only by Section 9.05(d). Neither the Borrower nor any Restricted Subsidiary will discount, sell, pledge or assign any notes payable to it, accounts receivable or future income except for Dispositions permitted by Section 9.21.