Limitation on Dispositions. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests of such Subsidiary to any Person, except:
(a) Dispositions of surplus, obsolete or worn out Property and Property no longer used or useful in the conduct of the business of the Borrower or any Subsidiary in the ordinary course of business;
(b) the lapse, abandonment, cancellation or non-exclusive license of any immaterial Intellectual Property in the ordinary course of business;
(c) Dispositions of inventory or goods held for sale in the ordinary course of business;
(d) Dispositions permitted by Section 6.03 (excluding Section 6.03(e) and Section 6.03(h));
(e) any sale or issuance of (i) the Equity Interests of any Subsidiary to Holdings, the Borrower or any Subsidiary Guarantor and (ii) the Equity Interests of any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party;
(f) any Disposition of other assets for fair market value not to exceed $2,500,000 per fiscal year of Holdings; provided that (i) no Default or Event of Default exists or would result therefrom, (ii) at least 75% of the total consideration for any such Disposition shall be received by the Borrower and the Subsidiaries in the form of cash and Cash Equivalents (in each case, free and clear of all Liens at the time received, other than non-consensual Liens permitted by Section 6.02) and (iii) the requirements of Section 2.07(a), to the extent applicable, are complied with in connection therewith;
(g) transfers of condemned Property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such Property as part of an insurance settlement;
(h) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding agreements; provided that the requirements of Section 2.07(a), to the extent applicable, are complied with in connection therewith;
(i) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arisin...
Limitation on Dispositions. Dispose of any of its property, business or assets (including Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, except:
(a) Dispositions of obsolete or worn out property or property no longer used or useful in the conduct of the business of the Loan Parties in the ordinary course of business or the termination, surrender or sublease a lease of real Property in the ordinary course of business or which is no longer needed in the business of the Loan Parties;
(b) the Disposition of Eligible Commodity inventory in the ordinary course of business;
(c) the Disposition or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and
(d) Dispositions of permitted under Sections 8.4 and 8.5;
(e) Dispositions of property by among the Loan Parties or by a Subsidiary to a Loan Party;
(f) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(g) Dispositions (in each case for reasonably equivalent value), in any Fiscal Year, other property having, together with any Property otherwise Disposed of from the Closing Date until the Commitment Termination Date pursuant to this Section 8.6 in an amount equal to an aggregate purchase price not to exceed 40% of Combined Capital in the aggregate based upon the most recent financial statements delivered pursuant to Section 7.1 at the time of such Disposition; and
(h) any Loan Party may enter into any MLP Restructuring Transactions.
Limitation on Dispositions. Until the date that is one (1) year after the Closing Date, in no event will any Purchaser sell, transfer or otherwise dispose of, in a single day, beneficial ownership of shares of Common Stock in an amount exceeding 10% of the average daily trading volume of the Common Stock on such day.
Limitation on Dispositions. No Restricted Person will Dispose of any of its material assets or properties or any material interest therein, except, to the extent not otherwise forbidden under the Security Documents:
(a) equipment that is worthless or obsolete or worn out in the ordinary course of business, which is no longer used or useful in the conduct of its business or which is replaced by equipment of equal suitability and value;
(b) inventory (including oil and gas sold as produced and seismic data) that is sold in the ordinary course of business on ordinary trade terms;
(c) Equity of any of Parent’s Domestic Subsidiaries that is transferred to Borrower or to another Domestic Subsidiary of Parent (provided that (i) if any such Domestic Subsidiary is wholly-owned by Borrower prior to such transfer, such Domestic Subsidiary shall be transferred to Borrower or to another wholly-owned Domestic Subsidiary of Borrower), and (ii) if any such Domestic Subsidiary is a Guarantor prior to such transfer, such Domestic Subsidiary shall be transferred to Borrower or to another Guarantor and Equity of any of Borrower’s Foreign Subsidiaries that is transferred to Borrower, a Domestic Subsidiary of Borrower or a Foreign Subsidiary of Borrower (provided that (i) if any such Foreign Subsidiary is wholly-owned by a Domestic Subsidiary prior to such transfer, such Foreign Subsidiary shall be transferred to Borrower or a wholly-owned Domestic Subsidiary and (ii) if any such Foreign Subsidiary is wholly-owned by a Foreign Subsidiary prior to such transfer, such Foreign Subsidiary shall be transferred to Borrower or a wholly-owned Foreign Subsidiary);
(d) Dispositions of property by any Domestic Subsidiary to Borrower or to a Domestic Subsidiary of Borrower, provided that (i) if the transferor of such property is a Guarantor, the transferee thereof must either be Borrower or a Guarantor and (ii) if the transferor is a wholly-owned Domestic Subsidiary, the transferee thereof must either be Borrower or a wholly-owned Domestic Subsidiary, and Dispositions of property by any Foreign Subsidiary to Borrower, a Domestic Subsidiary of Borrower or a Foreign Subsidiary of Borrower (provided that if the transferor is a wholly-owned Foreign Subsidiary, the transferee thereof must either be Borrower, a wholly-owned Domestic Subsidiary or a wholly-owned Foreign Subsidiary);
(e) subject to the provisions of the last paragraph of this Section 7.5, interests in Oil and Gas Properties, or portions thereof, to which no ...
Limitation on Dispositions. (a) The Company will not, and will not permit the Restricted Subsidiaries to, make any Asset Disposition unless:
(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap);
(2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), with a purchase price in excess of $50 million, at least 75% of the consideration from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and
(3) not later than ten Business Days after the receipt of the Net Cash Proceeds (which, for the avoidance of doubt, shall commence on the earlier of (x) the end of the Reinvestment Period pursuant to and in accordance with clause (1)(b)(iv) of the definition of “Net Cash Proceeds” and (y) the receipt of Net Cash Proceeds under the Credit Agreement) from such Asset Disposition (or in the case of Deferred Net Cash Proceeds, within three Business Days after the earlier of (x) the Deferred Net Cash Proceeds Payment Date and (y) the receipt of Net Cash Proceeds under the Credit Agreement) (the period ending on the last day of such Reinvestment Period (or Deferred Net Cash Proceeds Payment Date) or on such other earlier date, as applicable, the “Proceeds Application Period”), the Company applies an amount equal to 100% of such Net Cash Proceeds:
(i) (a) to the extent such Net Cash Proceeds are from an Asset Disposition of Collateral, (x) to reduce, prepay, repay or purchase any Pari Obligations (other than the Notes), including indebtedness under the Credit Agreement and the Secured Notes; provided that the Company ratably reduces, prepays, repays or purchases the Notes (if not prohibited by the Credit Agreement a...
Limitation on Dispositions. Sell, lease, assign, transfer, or otherwise dispose of any of its Property, whether now owned or hereafter acquired, or sell any Equity Interests to any Person, except:
(a) dispositions of obsolete or worn-out Property in the ordinary course of business;
(b) dispositions of inventory, product or produced or unprocessed minerals, metals or other mineral or extracted materials in the ordinary course of business;
(c) dispositions of publicly traded securities for fair market value;
(d) dispositions of Property to the Borrower or any other Loan Party, provided such Property remains subject at all times to the Security Documents; and
(e) dispositions of other property, other than Equity Interests of a Subsidiary of the Borrower, in any Fiscal Year of the Borrower, so long as (i) such property, together with all other property disposed of during such Fiscal Year, shall have a fair market value not exceeding $5,000,000; and (ii) the purchase price paid to the Borrower or other Loan Party for such property shall be paid solely in cash.
Limitation on Dispositions. The Borrower shall not sell, exchange, lease, transfer or otherwise dispose of any of the Fixed Charge Assets except as follows:
(i) any Fixed Charge Assets may be transferred to a Restricted Subsidiary but only if such Restricted Subsidiary provides equivalent Security over such assets; and
(ii) any Fixed Charge Assets may be replaced with other real property assets owned by the Borrower or any Restricted Subsidiary but only if such replacement assets have an equivalent or higher lending value (as determined by the Majority Lenders acting reasonably) and the Borrower or such Restricted Subsidiary provides equivalent Security over such replacement assets.
Limitation on Dispositions. The Borrower shall not, and shall not permit any Material Subsidiary to, sell, transfer, assign, abandon, surrender, exchange, farmout, lease, sublease, convey, encumber (by way of royalty, net profits interest, reversionary interests, carried interests or similar interests or encumbrances) or otherwise dispose of any of the Borrowing Base Properties, including by way of a joint venture, other than Permitted Dispositions or if permitted under and in accordance with Section 2.8(h).
Limitation on Dispositions. (a) Such Purchaser is acquiring Securities for its own account and has no intention of selling or distributing any of such Securities or any arrangement or understanding with any other Persons regarding the sale or distribution of such Securities except in accordance with the provisions of Section 6 and except as would not result in a violation of the Securities Act, (b) such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in accordance with the provisions of Section 6 or pursuant to and in accordance with the Securities Act and (c) such Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement and such Purchaser will notify the Company immediately of any material change in any such information provided in the Registration Statement Questionnaire until such time as such Purchaser has sold all of its Securities or until the Company is no longer required to keep the Registration Statement effective, except that such Purchaser shall not be required to advise the Company of any sales of the Registrable Securities pursuant to the Registration Statement.
Limitation on Dispositions. Dispose of any of its property, whether now owned or hereafter acquired, or issue or sell any Equity Interests to any Person, except:
(a) The sale or Disposition of machinery and equipment no longer used or useful in the business of the Borrower;
(b) The Disposition of obsolete or worn-out property in the ordinary course of business;
(c) The sale of inventory in the ordinary course of business;
(d) Dispositions of property to the Borrower;
(e) The sale or issuance of a Subsidiary’s Equity Interests to any other Subsidiary;
(f) Dispositions of other property in any fiscal year of the Borrower, so long as (i) such property, together with all other property Disposed of during such fiscal year, shall have a fair market value not exceeding $2 million and (ii) the purchase price paid to the Borrower for such property shall be paid solely in cash;
(g) Dispositions of property of the Borrower or its Subsidiaries that are currently the subject of a letter of intent or binding agreement and are disclosed on Schedule 7.05(g); and
(h) The compensatory issuance of Equity Interests of the Borrower to its directors on a quarterly basis consistent with past practice.
