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 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 Subsidiary of a Restricted Person (other than Borrower) 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 Borrower, or to another wholly-owned Subsidiary of Borrower. 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, or discount, sell, pledge or assign any notes payable to it, accounts receivable or future income, except:
(a) equipment which 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) which is sold in the ordinary course of business on ordinary trade terms;
(c) receivables that are compromised or settled for less than the full amount thereof, discounted, or extended, in each case in the ordinary course of business so long as no Default or Event of Default has occurred that is continuing;
(d) sales of property by Borrower to a Guarantor or by any Restricted Person to Borrower;
(e) a Vista Gathering Sale;
(f) other properties which are sold for fair cash consideration during any Fiscal Year; provided that (i) such sales do not materially impair or diminish the value of the Collateral or Borrower’s Consolidated financial condition, business or operations, (ii) the purchase price for any such properties shall be paid to the applicable Restricted Person solely in cash, (iii) Borrower shall have complied with Section 2.9(d), (iv) Borrower shall immediately use the Net Cash Proceeds of any such sale to reduce any Borrowing Base Deficiency after giving effect to such sale and, in the event that such Net Cash Proceeds shall not be sufficient to eliminate such Borrowing Base Deficiency, the sale of the such properties shall not be permitted and the Liens on such properties shall not be released, and (iv) Borrower shall deliver to Administrative Agent a certificate (in form and detail satisfactory to Administrative Agent) signed by a Responsible Officer of Borrower describing the proposed sale and certifying that no Default or Event of Default has occurred and that is continuing on the date thereof or would result from the making of such proposed sale; and
(g) farmouts of undeveloped acreage to which no Proved Reserves are properly attributed and assignments in connection with such farmouts. 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 ...
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 portions thereof, or discount, sell, pledge 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) capital stock of any of Borrower’s Subsidiaries which is transferred to Borrower or a wholly owned Subsidiary of 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;
(e) leases of drilling rigs in the ordinary course of business and sales of drilling rigs that are under options for sale on the Closing Date which are described in Schedule 4;
(f) exchanges of (i) Restricted Persons’ oil and gas leasehold interests in non-producing zones, to which no Proved Reserves of oil, gas or other liquid or gaseous hydrocarbons are properly attributed, whether or not such interests are subject to Liens in favor of Administrative Agent, for (ii) other oil and gas leasehold interests in producing or non-producing zones owned by other Persons;
(g) exchanges and transfers of Mineral Interests located in the DJ Basin in Colorado owned by Restricted Persons (in this Section called the “Bxxxx XX Properties”) for Mineral Interests located therein by Rosewood Resources (in this Section called “Rosewood DJ Properties”); provided that the aggregate amount of Rosewood DJ Properties received in exchange for Bxxxx XX Properties shall have a value equivalent to the Bxxxx XX Properties so exchanged;
(h) transfers among Borrower and Guarantors;
(i) sales and dispositions of other property for a purchase price paid in cash or Mineral Interests in an amount at least equal to the fair market value thereof; provided that if the aggregate sales price for all such property sold during any period of twelve (12) consecutive calendar months exceeds five percent (5%) of the Present Value of the Borrowing Base Properties, the Borrowing Base shall be reduced effective immediately upon such sale or disposition by an amount equal to the value, if any, assigned to such property i...
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) farmouts of undeveloped acreage and transfers of interest in oil and gas properties as a result of non-consent under operating agreements, in each case, in the ordinary course of business and upon customary industry terms and assignments in connection with such farmouts;
(b) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value;
(c) 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;
(d) interests in oil and gas properties, or portions thereof, that are sold for fair consideration; provided that Borrower shall notify Agent in writing (including notice by email) 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 initial Determination Date, since the Closing Date or (ii) if on or after the initial Determination 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 initial Determination Date) or since the most recent Determination Date (if on or after the initial Determination Date), as the case may be, exceeds $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”), the Borrowing Base shall automatically reduce in connection with each such Subject Sale by the value attributable to the property (net of any asset retirement obligation relieved as a result of the Subject Sale) 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 reduction fr...
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 Acquired Units except in compliance with Section 2.7(b), or any of its other material assets or properties or any material interest therein, or discount, sell, pledge or assign any notes payable to it, accounts receivable or future income, except, to the extent not otherwise forbidden under the Security Documents, equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value.
Limitation on Sales of Property. Neither Buyer nor any Subsidiary thereof will sell, transfer, lease, exchange, alienate or dispose of any Collateral 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) 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 1998), provided that the net proceeds attributable to any such sales shall be used by Buyer to prepay the Notes.
