Hedge Terminations Sample Clauses

Hedge Terminations. The Issuer shall not early terminate or unwind any Hedge Agreement other than (i) in the Issuer’s discretion in connection with an “Event of Default” (where the relevant Hedge Counterparty is the “Defaulting Party”) or “Termination Event” (where the Issuer is a party permitted to terminate pursuant to the terms of the relevant Hedge Agreement) under a Hedge Agreement, as applicable or (ii) as a result of a good faith determination by the Issuer or Manager that such Hedge Counterparty or Hedge Agreement should be replaced or terminated, but not primarily to recognize a gain, provided, for the avoidance of doubt, that the Issuer remains subject to its obligations to maintain compliance with the hedging requirements set forth in Section 4.28(a), 4.28(b) and any supplemental indenture, in connection with any early termination or unwind of any Hedge Agreement. Any amounts received by the Issuer in connection with any termination of a Hedge Agreement (an “Issuer Hedge Termination Receipt”) shall be either (A) promptly, and in any event within five (5) Business Days, applied to the acquisition of a replacement Hedge Agreement or (B) to the extent not applied pursuant to clause (A), transferred to the Collection Account at the direction of the Issuer for treatment as Available Funds and applied in accordance with the Priority of Payments; provided that, to the extent an amount up to such Issuer Hedge Termination Receipt would otherwise be distributed to the Issuer pursuant to clause (S) of the Priority of Payments (after application of clauses (A) through (R) inclusive of the Priority of Payments), then such amount (up to such Issuer Hedge Termination Receipt) (such amount, the “Excess Hedge Amount”) shall be applied in accordance with Section 8.6(iv). For the avoidance of doubt, any determination of the amounts owing pursuant to the foregoing proviso (and paid pursuant to Section 8.6(iv)) shall be determined after giving effect to amounts owing pursuant to clauses (A) through (R) (inclusive) of the Priority of Payments on the applicable Payment Date.

Hedge Terminations. If the Borrower or a Credit Party effects any Hedge Termination and the Borrowing Base value (as determined in good faith by the Administrative Agent) of all such Hedge Terminations, when combined with the aggregate value attributed in the most recent Reserve Report to all Borrowing Base Properties Disposed of (and Dispositions of Equity Interests in any Restricted Subsidiary owning any Borrowing Base Properties), in each case since the latest of (A) the Amendment No. 1 Effective Date, (B) the most recent scheduled Redetermination Date or Determination Date and (C) the last adjustment of the Borrower Base made pursuant to Section 2.17(a) above, exceeds ten percent (10%) of the then-effective Borrowing Base, individually or in the aggregate, the Borrowing Base will then be reduced by the Borrowing Base value (as determined in good faith by the Administrative Agent and confirmed in writing by the Required Lenders) of such Hedge Termination.

Hedge Terminations. After the Borrower provides the Administrative Agent with written notice pursuant to Section 10.10 that the Borrower has effected a Hedge Termination, the Administrative Agent, in its sole discretion, shall determine the reduction of the PV-9 value of the Oil and Gas Properties which are given value in the Borrowing Base in effect as of the most recent redetermination, resulting from all Hedge Terminations occurring since the most recent redetermination of the Borrowing Base and, based on such determination by the Administrative Agent, the Borrowing Base will then be adjusted by the amount such reduction in the PV-9 value of the Oil and Gas Properties if Administrative Agent determines that the reduction of the PV-9 value of the Oil and Gas Properties as a result of such Hedge Termination exceeds more than ten percent (10%) of the effective Borrowing Base.

Hedge Terminations. No later than ten (10) Business Days prior to Closing, Buyer may provide written notice (such notice, a “Hedge Termination Notice”) to Parent requesting that Parent terminate any Specified Hedging Agreement(s) at Closing. If such Hedge Termination Notice is provided to Parent, Parent shall, and shall cause Seller to, use its reasonable best efforts to terminate such Specified Hedging Agreement(s) at Closing. With respect to any Specified Hedging Agreements which are not being terminated at Closing, Buyer may provide written notice (such notice, a “Hedge Amendment Notice”) to Parent at least 60 days prior to Closing requesting that Parent cooperate with Buyer to amend any Specified Hedging Agreement(s) to replace any guaranties provided by Parent in connection therewith with other forms of credit support, as necessary. If such Hedge Amendment Notice is provided to Parent, (i) Parent shall, and shall cause Seller to, use its reasonable best efforts to amend such Specified Hedging Agreement(s) to replace such guaranties with another form of credit support, as notified by Buyer and (ii) Parent and Buyer shall cooperate to make any changes to such Specified Hedging Agreement(s) desirable or necessary to reflect that Parent is no longer parent of the Transferred Companies. Any termination payment paid to any Transferred Company in connection with this Section 5.10 will be for the account of such Transferred Company. Any termination payment and any fees, expenses or other amounts paid by a Transferred Company in connection with this Section 5.10 will, at the election of Parent, be paid either by the Transferred Company or Parent, and if such payment is made by Parent, Buyer hereby agrees to promptly reimburse Parent upon notification by Parent of the amount of such payment. For the avoidance of doubt, no adjustment to the Purchase Price, including for purposes of determining the Closing Date Cash, will be made in connection with this Section 5.10.