Limit on Sale of Assets. Except for Permitted Dispositions, the Borrowers shall not, and shall not permit any Subsidiaries to, sell, transfer or otherwise dispose of any property or assets (i) during the continuance of a Default or Event of Default or (ii) in any calendar year, where the aggregate fair market value thereof, whether in one transaction or a series of transactions, exceeds the greater of (A) U.S.$250,000,000 and (B) 5% of Consolidated Tangible Assets; provided that, in each case, for certainty, a sale, transfer or other disposition of property or assets to a Person at arm’s length from the Canadian Borrower and its Subsidiaries shall constitute prima facie evidence of the fair market value of such property or assets being sold, transferred or disposed of.
Limit on Sale of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire, or permit any of its Subsidiaries to grant any option or other right to purchase, lease or otherwise acquire, any assets, except:
(i) Permitted Dispositions;
(ii) sales, transfers or other dispositions of the Core Horseshoe Canyon Properties for fair market value, in an aggregate amount not to exceed Cdn $25,000,000 in any Fiscal Year or Cdn $100,000,000 during the term of this Agreement;
(iii) as measured as of each anniversary of the Effective Date, sales, transfers or other dispositions of WCSB Properties, made after the Original Closing Date by the Borrower and its Subsidiaries, for fair market value, in an aggregate amount not to exceed the sum of: (i) the aggregate purchase price paid by the Borrower and its Subsidiaries for WCSB Properties acquired since the Original Closing Date, plus (ii) the Allowable Excess; and
(iv) sales, transfers or other dispositions used to repay the First Lien Obligations to the extent the Borrower is required to make such prepayment in accordance with the mandatory prepayment provisions in the First Lien Credit Agreement as a result of the First Lien Obligations exceeding the Borrowing Base (as defined in the First Lien Credit Agreement) at such time.
Limit on Sale of Assets. Except for Permitted Dispositions, the Borrower shall not, and shall not permit the Parent or any Subsidiary thereof to, sell, transfer or otherwise dispose of any of their respective property or assets (i) during the continuance of a Default or Event of Default or (ii) in any calendar year, whether in one or a series of transactions, which, in aggregate, have a fair market value in excess of [Amount redacted] unless the proceeds thereof shall be paid to the Agent on behalf of the Lenders in permanent repayment of and reduction of the amount and availability of the Credit Facilities (on a pro rata basis as between the two Credit Facilities).
Limit on Sale of Assets. Except for Permitted Dispositions, the Canadian Borrower shall not, and shall not permit any Subsidiary thereof to, sell, transfer or otherwise dispose of any of their respective property or assets (a) during the continuance of a Default or Event of Default or (b) in any calendar year, whether in one or a series of transactions, which, in aggregate, have a fair market value in excess of Cdn.$500,000,000 unless (subject to and without limiting Section 2.16(2) hereof) the proceeds thereof shall be paid to 31150487.8 the Agent on behalf of the Lenders in permanent repayment of and reduction of the amount and availability of the Revolving Syndicated Facility and the U.S. Facility (on a pro rata basis as between such Credit Facilities).
Limit on Sale of Assets. The Debtor shall not sell, transfer or otherwise dispose of any of its property or assets, except in accordance with the ordinary course of business.
Limit on Sale of Assets. (i) Except for Permitted Dispositions, the Canadian Borrower shall not, and shall not permit any Subsidiary thereof to, sell, transfer or otherwise dispose of any of their respective property or assets (a) during the continuance of a Default or Event of Default or (b) from and after the date hereof, whether in one or a series of transactions, which, in aggregate, have a fair market value in excess of U.S.$250,000,000 (for certainty, a sale, transfer or other disposition of property or assets to a person at arm's length from the Canadian Borrower and its Subsidiaries shall constitute prima facie evidence of the fair market value of such property or assets being sold, transferred or disposed of).
(ii) In addition to and without limiting, derogating from or otherwise affecting the requirements of Section 10.2(d)(i), except for Permitted Dispositions, the Canadian Borrower shall not, and shall not permit any Subsidiary thereof to, sell, transfer or otherwise dispose of any of their respective U.S. Assets from and after the date hereof, whether in one or a series of transactions, which, in aggregate, have a fair market value in excess of U.S.$100,000,000 (for certainty, a sale, transfer or other disposition of U.S. Assets to a person at arm's length from the Canadian Borrower and its Subsidiaries shall constitute prima facie evidence of the fair market value of such U.S. Assets being sold, transferred or disposed of).
Limit on Sale of Assets. Except for Permitted Dispositions, the Borrower shall not, and shall not permit any Subsidiary to, sell, transfer or otherwise dispose of (including pursuant to a dissolution) any of their respective property or assets which are necessary for the completion and continued operation of the Facility (as contemplated by the Processing Agreements as in effect on the date hereof).
Limit on Sale of Assets. Except far Permitted Dispositions, the Borrower shall not, and shall not permit its Subsidiaries to:
(i) sell, transfer or otherwise dispose of any of their respective property or assets during the continuance of a Default or Event of Default; or
(ii) have Net Dispositions in any period of twelve consecutive months, whether in one or a series of transactions, which, are in excess of the Threshold Amount, unless the proceeds in excess of such limit shall either be:
(A) applied to permanently repay and reduce the Obligations and the Credit Facility shall be permanently reduced by the principal amount of the Obligations so repaid; or
(B) deposited into a Cash Collateral Account with the Agent until all monies therein are thereafter applied on account of Eligible Reinvestments; or any combination of the foregoing with respect to all such excess proceeds.
Limit on Sale of Assets. Except for Permitted Dispositions and the transactions contemplated in the Reorganization, the Borrower shall not, and shall not permit its Subsidiaries to, sell, transfer or otherwise dispose of any of their respective property or assets (i) during the continuance of a Default or Event of Default or (ii) in any calendar year, whether in one or a series of transactions, which, in aggregate, have a fair market value in excess of Cdn. $3,500,000 (or the Equivalent Amount thereof in United States Dollars or the equivalent thereof in any other currency) unless the proceeds thereof shall be paid to the Agent on behalf of the Lenders in permanent repayment of and reduction of the amount and availability of the Credit Facility. Notwithstanding the foregoing, except for Permitted Dispositions and the transactions contemplated in the Reorganization, the Borrower and its Subsidiaries shall not be entitled to sell, transfer or otherwise dispose of any pipeline assets or interests in land related thereto (but excluding therefrom any immaterial, inactive or obsolete gathering systems or related interests).
Limit on Sale of Assets. Except for Permitted Dispositions, the Canadian Borrower shall not, and shall not permit any Subsidiary (except each Project Finance SPV) to, sell, transfer or otherwise dispose of any of their respective property or assets (i) during the continuance of a Default or Event of Default or (ii) in any calendar year, whether in one or a series of transactions, which, in aggregate, have a fair market value in excess of 5% of Consolidated Net Tangible Assets.
