Limitation on Sales of Property. No Restricted Person will sell, transfer, lease, exchange, alienate, or dispose of any of its material assets or properties or any material interest therein, or discount, sell or assign any notes payable to it, accounts receivable or future income, except, to the extent not otherwise forbidden under the Security Documents:
(a) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value;
(b) inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of business on ordinary trade terms;
(c) farmouts of undeveloped acreage and assignments in connection with such farmouts, in each case, in the ordinary course of business;
(d) sales of Proved Reserves between Determination Dates and included on the most recently delivered Engineering Report for fair consideration to a Person who is not an Affiliate not in the aggregate in excess of five percent (5.0%) of the Borrowing Base then in effect, the sale of which will not materially impair or diminish the value of the Collateral or Borrower’s Consolidated financial condition, business or operations;
(e) any Oil and Gas Property to which no Proved Reserves are attributed or which is not included in the most recently delivered Engineering Report, provided that no Default or Borrowing Base Deficiency exists or would result therefrom; and
(f) so long as no Event of Default has occurred and is continuing, or would exist after giving effect thereto, sales and other dispositions of property not permitted by Sections 7.5(a) through (e) above having a fair market value not to exceed $5,000,000.00 in the aggregate in any 12-month period. No Restricted Person will abandon or consent to the abandonment of, any oil or gas well constituting Collateral so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which would be commercially feasible to conduct) of producing oil, gas, or other hydrocarbons or other minerals in paying quantities (without regard to the burden of the Security Documents) and a reasonable and prudent operator (acting without regard to the burden of the Security Documents) would undertake repair operations to restore the productivity of such well. No Restricted Person will elect not to participate in a proposed operation on any Oil and Gas Property constituting Collateral where the effect of such election would be the forfeiture either temporarily (e.g., until a...
Limitation on Sales of Property. No Credit Party will sell, transfer, lease, exchange or dispose of any of its assets or properties or any interest therein (including any stock or other equity interests in any of its Subsidiaries) except:
(a) the Disposition (including the abandonment of intellectual property) of obsolete, uneconomic, negligible or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) the Disposition of any property or asset pursuant to any order of the Bankruptcy Court approving de minimis sales of assets, the sale of which shall not materially impair or diminish the value of the Collateral or any Credit Party’s financial condition, business or operations;
(d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Guarantor;
(e) the sale by the Borrower or its Subsidiaries of the Specified Assets;
(f) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries;
(g) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice;
(h) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;
(i) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) to a Governmental Authority as a result of condemnation;
(j) Dispositions of Capital Stock to qualify directors where required by applicable requirements of Law or to satisfy other requirements of applicable requirements of Law with respect to the ownership of Capital Stock of Foreign Subsidiaries;
(k) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such Joint Venture, but only to the extent triggered by the actions of a third party under such Joint Venture, and not stayed by the automatic stay;
(l) Dispositions of assets to effect Investments permitted under Section 6.7;
(m) Dispositions of assets in connection with the accommodation agreements set forth on Schedule 6.5(m) and such other accommodation agreements the terms of which have been disclosed to and approved by the Required Lenders.
(n) Dispositions of assets the fair ma...
Limitation on Sales of Property. No Restricted Person will sell, transfer, lease, exchange, alienate or dispose of any Collateral or any of its material assets or properties or any material interest therein except:
(a) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value;
(b) inventory (including pipeline linefill) which is sold in the ordinary course of business on ordinary trade terms;
(c) in other property which is sold for fair consideration not in the aggregate in excess of $10,000,000 in any Fiscal Year, the sale of which will not materially impair or diminish the value of the Collateral or any Restricted Person's financial condition, business or operations; and
(d) sales or transfers, subject to the Security Documents, by a Person (other than Borrower) that is a Subsidiary of a Restricted Person to such Restricted Person or to a Wholly Owned Subsidiary of such Restricted Person that is a Guarantor. No Restricted Person will sell, transfer or otherwise dispose of capital stock of or interest in any of its Subsidiaries except to Plains MLP or a Wholly Owned Subsidiary of Plains MLP. No Restricted Person will discount, sell, pledge or assign any notes payable to it, accounts receivable or future income. So long as no Default then exists, Administrative Agent will, at Borrower's request and expense, execute a release, satisfactory to Borrower and Administrative Agent, of any Collateral so sold, transferred, leased, exchanged, alienated or disposed of pursuant to the clause (a) or (c) of this Section.
Limitation on Sales of Property. Neither Buyer nor any ------------------------------- Subsidiary thereof will sell, transfer, lease, exchange, alienate or dispose of any of its assets or properties except:
(a) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value;
(b) inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of business on ordinary trade terms; or
(c) other property which is sold for fair consideration not in the aggregate in excess of $500,000 in any Fiscal Year (commencing with Fiscal Year 2000).
Limitation on Sales of Property. No Loan Party will Dispose of any of its material assets or properties or any material interest therein, except:
(a) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value;
(b) inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of business on ordinary trade terms;
(c) capital stock of any of the Borrower’s Subsidiaries which is transferred to the Borrower or a wholly owned Subsidiary of the Borrower;
(d) interests in oil and gas properties, or portions thereof, to which no proved reserves of oil, gas or other liquid or gaseous hydrocarbons are properly attributed; and
(e) other property which is sold for fair consideration, provided that the aggregate amount of the consolidated net book value of such property sold during any fiscal year of the Borrower does not exceed fifteen percent (15%) of the consolidated net book value of the Borrower’s and its Restricted Subsidiaries’ property, plant and equipment as of the last day of the previous fiscal year.
Limitation on Sales of Property. No Restricted Person will sell, transfer, lease, exchange, alienate or 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 which is worthless or obsolete or which is replaced by equipment of equal suitability and value;
(b) inventory (including oil, natural gas, natural gas liquids or hydrocarbons or mineral products and seismic data) which is sold in the ordinary course of business on ordinary trade terms;
(c) interests in oil and gas properties, or portions thereof, that are sold for fair consideration; provided that Borrower shall notify Agent in writing at least five (5) Business Days prior to the date on which any such interests are expected to be sold, and if the aggregate consideration for such sale made pursuant to this subsection (c), together with the aggregate consideration of all other sales made (i) if prior to the Borrowing Base Trigger Date, since the Closing Date or (ii) if on or after the Borrowing Base Trigger Date, since the most recent Determination Date, exceeds $50,000,000 net of reasonably-estimated future plug and abandonment costs (any sale that causes the aggregate consideration of all sales made since the Closing Date (if prior to the Borrowing Base Trigger Date) or since the most recent Determination Date (if on or after the Borrowing Base Trigger Date), as the case may be, to exceed $50,000,000 net of reasonably-estimated future plug and abandonment costs, and any sale occurring after such sale that causes such excess, herein a “Subject Sale”), Agent and Required Lenders shall have the right (A) if such Subject Sale occurs prior to the Borrowing Base Trigger Date, to reduce the Initial Availability Amount by the value of the property so sold pursuant to such Subject Sale, such reduced Initial Availability Amount to be effective upon the date of each such Subject Sale and (B) if such Subject Sale occurs on or after the Borrowing Base Trigger Date, to reduce the Borrowing Base in connection with each such Subject Sale by the value attributable to the property in the Borrowing Base so sold pursuant to such Subject Sale, such reduced Borrowing Base to be effective upon the date of each such Subject Sale (and the Borrower shall immediately repay or prepay the Loans and/or cash collateralize all Letters of Credit to the extent of any Borrowing Base Deficiency caused as a result of such Subject Sale and subsequent...
Limitation on Sales of Property. Neither Borrower nor any Restricted Subsidiary will sell, transfer, lease, exchange, alienate or 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) property leased under Permitted Leases.
(b) miscellaneous items of equipment or inventory which are worthless or obsolete or which are replaced by equipment or inventory of at least equal suitability and value.
(c) other property which is sold in the ordinary course of business for fair consideration not in the aggregate in excess of $15,000,000 in any Fiscal Year, the sale of which will not materially impair or diminish the value of the Collateral or Borrower's Consolidated financial condition, business or operations, taken as a whole; provided that the proceeds of such sales must either be promptly reinvested in the businesses of Borrower and Restricted Subsidiaries or promptly used to make voluntary prepayments hereunder. So long as no Default exists, Collateral Agent will at Borrower's request release any Collateral sold, transferred, leased, exchanged, alienated or disposed of pursuant to the foregoing provisions of this section. Neither Borrower nor any Restricted Subsidiary will sell, transfer or otherwise dispose of equity interests in any of Borrower's Subsidiaries (except that any Subsidiary of Borrower may sell or issue its own capital stock to Borrower or a Restricted Subsidiary to the extent not otherwise prohibited hereunder). Neither Borrower nor any Restricted Subsidiary will discount, sell, pledge or assign any notes payable to it, accounts receivable or future income except pursuant to the Security Documents.
Limitation on Sales of Property. No Related Person will sell, transfer, lease, exchange, alienate or 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 which is worthless or obsolete or which is replaced by equipment of equal suitability and value.
(b) personal property inventory (including oil and gas sold as produced and seismic data) which is sold in the ordinary course of business on ordinary trade terms.
(c) specific properties not subject to the Mortgages (or specific portions thereof), provided the same are abandoned and not otherwise disposed of and further provided that no well situated on the property to be abandoned, or located on any unit containing all or any part thereof, is capable (or is subject to being made capable through commercially feasible operations) of producing oil, gas or other hydrocarbons or minerals in paying quantities (with such determination of paying quantities being made taking into account the prudent operation of any unit in which such property is located).
(d) farmouts on terms and conditions reasonably acceptable to Required Lenders. Neither Parent nor any of Parent's Subsidiaries will sell, transfer or otherwise dispose of capital stock of any of Parent's Subsidiaries except that any Subsidiary of Parent may sell or issue its own capital stock to the extent not otherwise prohibited hereunder. No Related Person will discount, sell, pledge or assign any notes payable to it, accounts receivable or future income except to the extent expressly permitted under the Loan Documents.
Limitation on Sales of Property. No Restricted Person will sell, transfer, lease, exchange, alienate or 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:
Limitation on Sales of Property. Sell, transfer, lease, exchange, alienate or dispose of any material portion of the Oil and Gas Properties or any other material assets now or hereafter owned by Borrower, except sales of oil and gas production in the ordinary course of business.
