Hedging Matters. Prior to Closing, the Company or its applicable Subsidiary shall in respect of each Specified Hedging Volume identified on Section 3.21 of the Company Disclosure Letter to be entered into on or after the date hereof, (A) initiate one or more swap or collar transactions, or a combination thereof, in amounts equal to such Specified Hedging Volume in accordance with the terms and timing set forth on Section 3.21 of the Company Disclosure Letter, (B) maintain (without increasing or decreasing) each Specified Hedging Volume, and (C) not execute or deliver any amendment for, or waiver of any right under, any Derivative Transaction, transfer any right or obligation under any Derivative Transaction or terminate any Derivative Transaction other than amendments (including related amendments under the trade confirmations) necessary in order to maintain the Specified Hedging Volumes identified on Section 3.21 of the Company Disclosure Letter.

Hedging Matters. (a) On January 3, 2017 or such later date as directed by email by Sponsor, but in no event later than January 15, 2017, SM Energy shall in consultation with and at the direction of Buyer enter into one or more NYMEX swap contracts (each, a “Hedge Contract”) intended to reduce or eliminate the risk of fluctuation in the price of Hydrocarbons covering the production set 40 forth on Schedule ‎8.6‎(a) through 2021 (the “Hedging Volumes”) with any of XX Xxxxxx Xxxxx Bank, N.A., Xxxxx Fargo Bank N.A. or Bank of America Xxxxxxx Xxxxx or their respective Affiliates (collectively, the “Counterparties”). SM Energy hereby agrees to enter into novations of such Hedge Contracts, and Buyer or the Company hereby agrees to accept such novations upon Closing and will assume all Liabilities and retain all economic value related or attributable to such Hedge Contract (including, for the avoidance of doubt, any such Liabilities or gains attributable to the period on or before the Closing), pursuant to documentation required by the Counterparties. Upon Buyer’s request, SM Energy shall provide pricing information for any requested Hedge Contract. If this Agreement is terminated for any reason, SM Energy shall determine whether or not, and if so, when, to terminate any and all Hedge Contracts in its sole discretion. (b) If this Agreement is terminated prior to Closing the following shall apply: (i) Within three (3) Business Days after the termination of this Agreement, Buyer and SM Energy shall endeavor in good faith to agree on the net aggregate value of all Hedge Contracts to SM Energy as of the termination date. If Buyer and SM Energy are unable to so agree, then within two (2) Business Days thereafter SM Energy shall, with respect to each Hedge Contract, obtain a written quote from the applicable Counterparty for the amount that such Counterparty would pay (expressed as a positive number) or require to be paid (expressed as a negative number) in order to terminate such Hedge Contract as of the date such quotation is provided (including, for the avoidance of doubt, any such losses or gains attributable to the period on or before Closing) and promptly provide a copy thereof to Buyer. The net aggregate value agreed between Buyer and SM Energy or the sum of all such quotations, as applicable, shall be referred to herein as the “Aggregate Net Hedge Value”. (ii) If this Agreement is terminated by SM Energy pursuant to Section ‎12.1 (a) because the conditions set forth in Sections ...

Hedging Matters. (a) At Closing, (i) the Subject Company Groups shall cause the termination, liquidation and unwinding of any remaining Subject Company Xxxxxx, including the Existing Xxxxxx, (ii) the Unadjusted Purchase Price shall be adjusted pursuant to Section 2.4(c) with respect to the Existing Xxxxxx and (iii) a portion of the Closing Payment and/or the Closing Distribution shall be disbursed to the applicable Hedge counterparties in an amount equal to the Hedge Losses attributable to such Existing Xxxxxx, if any, payable in connection with such termination, liquidation and unwinding. (b) In the event that HSR Clearance has not occurred prior to the Initial Outside Date, from and after the Initial Outside Date and prior to Closing, any Subject Company may execute and enter into any Xxxxxx to the extent such Subject Company reasonably determines such Xxxxxx are necessary to satisfy such Subject Company’s obligations under the Credit Documents and any and all such Xxxxxx shall constitute “Additional Subject Company Xxxxxx”. Such Additional Subject Company Xxxxxx shall be for the sole benefit, cost and expense of Sellers and will be treated as Subject Company Xxxxxx for all purposes (including the obligations to terminate, liquidate and unwind any such Additional Subject Company Xxxxxx, if remaining at Closing, pursuant to Section 8.14(a)).

Hedging Matters. Each of Oaktree and DGOC (and/or any other applicable member of the Oaktree Group or the DGOC Group) shall have the right (but not the obligation) to enter into Hxxxxx (for its own account) with respect to its applicable share of Hydrocarbons produced from or attributable to the JV Interests in its sole discretion. DGOC shall use commercially reasonable efforts and cooperate in good faith with Oaktree to provide Oaktree with any information, documentation or other assistance that Oaktree may reasonably request from time to time in connection with Oaktree’s implementation and execution of any such Hxxxxx, which such information, documentation or other assistance will be provided at the sole cost and expense of Oaktree.

Hedging Matters. (a) Prior to Closing, the Company shall (A) use commercially reasonable efforts to initiate and execute each Specified Hedge Contract in accordance with the terms and timing set forth on Schedule 7.37, (B) use commercially reasonable efforts to maintain (without increasing or decreasing) each Existing Hedge Contract and Specified Hedge Contract, and (C) not execute or deliver any amendment for, or waiver of any right under, any Existing Hedge Contract or Specified Hedge Contract, transfer any right or obligation under any Existing Hedge Contract or Specified Hedge Contract or terminate any Existing Hedge Contract or Specified Hedge Contract other than amendments (including related amendments under the trade confirmations) necessary in order to maintain the hedged volumes identified on Schedule 7.37. (b) The Company shall have the right, on a weekly basis, to designate any Specified Hedge Contracts entered into during that week as Retained Specified Hedge Contracts, as more fully described and subject to the provisions set forth in Schedule 7.37. (c) Prior to the Closing, Parent and the Company shall each use commercially reasonable efforts to take all actions necessary to novate (or cause to be novated) the Existing Hedge Contracts and the Specified Hedge Contracts from the Company to Parent at Closing pursuant to the novation instruments in form and substance mutually agreed upon by the Parent and Company acting in good faith, along with each counterparty to such Hedge Contracts (the “Novation Instruments”) (including, with respect to Parent, entering into an ISDA agreement with each applicable counterparty of the Existing Hedge Contract and Specified Hedge Contracts). Parent shall be responsible for and pay to such counterparties any Hedge Transfer Fees and any Company’s expenses necessary to effect any such novation. (d) If this Agreement is terminated other than by Parent in a situation contemplated by Section 9.12(e), then as to all Specified Hedge Contracts that have not been designated by the Company as Retained Specified Hedge Contracts pursuant (b), Parent shall, no later than three (3) Business Days after such termination, elect to either (i) have the Company seek to novate such remaining Specified Hedge Contracts to Parent or Parent’s designated Affiliate, in which case, the Company shall execute and deliver to the counterparties to such remaining Specified Hedge Contracts the Novation Instruments, Parent (or Parent’s designated Affiliate) shall...

Hedging Matters. (a) At Closing,(i) the Subject Company Groups shall cause the termination, liquidation and unwinding of any remaining Existing Xxxxxx, (ii) the Unadjusted Purchase Price shall be adjusted pursuant to Section 2.4(c) with respect to the Existing Xxxxxx and (iii) a portion of the Closing Payment and/or the Closing Distribution shall be disbursed to the applicable Hedge counterparties in an amount equal to the Hedge Losses attributable to such Existing Xxxxxx, if any, payable in connection with such termination, liquidation and unwinding. (b) In the event that this Agreement is not terminated on or prior to June 30, 2023, from and after June 30, 2023 and prior to Closing, any Subject Company, Seller or any Affiliate of Seller may execute and enter into any Xxxxxx to the extent such Subject Company reasonably determines such Xxxxxx are necessary to satisfy such Subject Company’s, Seller’s or such Affiliate’s obligations under any Credit Documents and any and all such Xxxxxx shall constitute “Additional Xxxxxx”; provided that, Sellers shall consult with Purchaser in good faith prior to entering into any such Additional Xxxxxx, and will use commercially reasonable efforts to limit the terms of any Additional Hedge to the shortest term permissible under the Credit Documents. Subject to the foregoing, at and after Closing, all Additional Xxxxxx held by any Subject Company shall be the assets, right and responsibility of the Purchaser Parties and the Subject Company Groups; provided that the Sellers, on the one hand, and the Purchaser Parties, on the other hand, shall each (a) be responsible for and bear fifty percent (50%) of all Hedge Losses and other costs and expenses attributable to or arising out of such Additional Xxxxxx, (b) be entitled to fifty percent (50%) of all Xxxxx Xxxxx and all other proceeds attributable to or arising out of such Additional Xxxxxx. To the extent requested by Purchaser prior to Closing, the applicable Subject Company and Purchaser shall take such commercially reasonable efforts as requested by Purchaser to cause the applicable Hedge counterparties with respect to the Additional Xxxxxx, to execute at Closing such novation agreements as requested by Purchaser to novate any Additional Xxxxxx to a Purchaser Entity at Closing, with any novation, assignment or transfer fees and expenses payable to any such Hedge counterparties borne fifty percent (50%) by Sellers, on the one hand, and fifty percent (50%) by Purchaser, on the other hand; pr...

Related to Hedging Matters

Hedging Arrangements The Debtor shall (a) at or prior to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer’s Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amount, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the Required Notional Amount and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) and must be in full force and effect at all times during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a long-term unsecured debt rating from Moody’s and S&P of at least “A2” and “A,” respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery Date.
Hedging Agreements The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities.
Hedging Obligations The Company shall not and shall not permit any of its Subsidiaries to enter into any Hedging Arrangements evidencing Hedging Obligations, other than Hedging Arrangements entered into by the Company or its Subsidiaries pursuant to which the Company or such Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature.
Hedging Contracts No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except: (a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered into with the purpose and effect of fixing prices on oil, natural gas, or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty; (b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty; and (c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty.
Hedging Agreement Any termination payment shall be due by the Borrower under any Hedging Agreement and such amount is not paid within ten (10) Business Days of the due date thereof.
Hedge Agreements On each date that any Hedge Agreement is executed by any Hedge Provider, Borrower and each other Loan Party satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations.
Collateral Matters; Swap Agreements The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Swap Agreement with the Borrower or any of its Subsidiaries on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement while such Person or its Affiliate is a Lender, but only while such Person or its Affiliate is a Lender, including any Swap Agreements between such Persons in existence prior to the date hereof. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.
Swap Agreements The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.
Hedge Transactions The Loan Parties will not, and will not permit any of their Subsidiaries to, enter into any Hedge Transaction, other than Hedge Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Loan Parties are exposed in the conduct of their business or the management of their liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedge Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedge Transaction under which any Loan Party is or may become obliged to make any payment (i) in connection with the purchase by any third party of any common stock or any Debt or (ii) as a result of changes in the market value of any common stock or any Debt) is not a Hedge Transaction entered into in the ordinary course of business to hedge or mitigate risks.
Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

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