Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable. (b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in the event that Boaz Energy notifies the Trustee that it desires that the Trust (i) sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, if approved by Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction. (c) Boaz Energy and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”): (i) no sale of a portion of Boaz Energy’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(c) if (A) the sale is to a Person who is an Affiliate of Boaz Energy, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.0% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(i) during the immediately preceding 365-day period, does not exceed $500,000; (ii) following the completion of any release pursuant to this Section 3.02(c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance); and (iii) the Trustee shall have received a certificate from Boaz Energy certifying to the Trustee and the Trust that the amount to be adjusted pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest to be released by the Trustee. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates, (b) a description of the Net Profits Interest to be released, and (c) a certification of Boaz Energy or other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction. (d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy to the extent of the interest sold and shall be bound by the obligations of Boaz Energy under this Agreement and the Conveyance to such extent. (e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements. (f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 3 contracts
Samples: Trust Agreement (PermRock Royalty Trust), Trust Agreement (Boaz Energy II, LLC), Trust Agreement (PermRock Royalty Trust)
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy Enduro notifies the Trustee that it desires that the Trust (i) Trustee to sell or dispose of (except for releases, which are addressed under Section 3.02(c)) all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, Estate for cash if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy Enduro and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust UnitholdersTrustee), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):conditions:
(i) no sale of a portion of Boaz EnergyEnduro’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(cparagraph (c) if (A) the sale is to a Person who is an Affiliate of Boaz EnergyEnduro, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(iparagraph (c) during the immediately preceding 365-day period, does not would exceed $500,000500,000 during any consecutive 12-month period;
(ii) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account “Offset Amount” (as defined in the Conveyance)) against the Gross Deductions when determining the amount of cash attributable to the Net Profits Interest; and
(iii) the Trustee shall have received a certificate from Boaz Energy Enduro certifying to the Trustee and the Trust that the amount to be adjusted offset pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest to be released by the Trustee. Upon receipt of (a) written notice of such a sale given by Boaz Energy Enduro or its Affiliates, (b) a an accurate description of the Net Profits Interest to be releasedconveyed, and (c) a certification of Boaz Energy Enduro or other sufficient information to evidence conclusively that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transactionsale, and such other instruments, agreements and documents as Boaz Energy Enduro or its Affiliates may reasonably request, to evidence or effect the transfer of such transactionportion of Enduro’s or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the Net Profits Interest.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Enduro will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy Enduro shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy Enduro to the extent of the interest sold and shall be bound by the obligations of Boaz Energy Enduro under this Agreement and the Conveyance to such extent.
(e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 2 contracts
Samples: Trust Agreement (Enduro Royalty Trust), Trust Agreement (Enduro Royalty Trust)
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or and Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or and Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy Enduro notifies the Trustee that it desires that the Trust (i) Trustee to sell or dispose of (except for releases, which are addressed under Section 3.02(c)) all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, Estate for cash if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy Enduro and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust UnitholdersTrustee), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):conditions:
(i) no sale of a portion of Boaz EnergyEnduro’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(cparagraph (c) if (A) the sale is to a Person who is an Affiliate of Boaz EnergyEnduro, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(i) during the immediately preceding 365-day period, does not would exceed $500,000500,000 during any consecutive 12-month period;
(ii) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account “Offset Amount” (as defined in the Conveyance)) against the Gross Deductions when determining the amount of cash attributable to the Net Profits Interest; and
(iii) the Trustee shall have received a certificate from Boaz Energy Enduro certifying to the Trustee and the Trust that the amount to be adjusted offset pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest to be released by the Trustee. Upon receipt of (a) written notice of such a sale given by Boaz Energy Enduro or its Affiliates, (b) a an accurate description of the Net Profits Interest to be releasedconveyed, and (c) a certification of Boaz Energy Enduro or other sufficient information to evidence conclusively that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transactionsale, and such other instruments, agreements and documents as Boaz Energy Enduro or its Affiliates may reasonably request, to evidence or effect the transfer of such transactionportion of Enduro’s or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the Net Profits Interest.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Enduro will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy Enduro shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy Enduro to the extent of the interest sold and shall be bound by the obligations of Boaz Energy Enduro under this Agreement and the Conveyance to such extent.
(e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 2 contracts
Samples: Trust Agreement (Enduro Royalty Trust), Trust Agreement (Enduro Royalty Trust)
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits a Conveyed Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits a Conveyed Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits a Conveyed Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy PCEC notifies the Trustee that it PCEC desires that the Trust (i) Trustee to sell or dispose of (except for releases, which are addressed under Section 3.02(c)) all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits InterestConveyed Interests, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, Estate for cash if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy PCEC and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest Conveyed Interests (without the consent of the Trustee or the Trust UnitholdersTrustee), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):conditions:
(i) no sale of a portion of Boaz EnergyPCEC’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(cparagraph (c) if (A) the sale is to a Person who is an Affiliate of Boaz EnergyPCEC, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest Conveyed Interests released by the Trustee pursuant to this Section 3.02(c)(iparagraph (c) during the immediately preceding 365-day period, does not would exceed $500,000500,000 during any consecutive 12-month period;
(ii) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (c), the Gross Fair Value of the portion of the Net Profits a Conveyed Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account “Offset Amount” (as defined in the Conveyance)) against the Gross Deductions when determining the amount of cash attributable to such Conveyed Interest; and
(iii) the Trustee shall have received a certificate from Boaz Energy PCEC certifying to the Trustee and the Trust that the amount to be adjusted offset pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest Conveyed Interests to be released by the Trustee. Upon receipt of (a) written notice of such a sale given by Boaz Energy PCEC or its Affiliates, (b) a an accurate description of the Net Profits Conveyed Interest to be releasedconveyed, and (c) a certification of Boaz Energy PCEC or other sufficient information to evidence conclusively that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Conveyed Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transactionsale, and such other instruments, agreements and documents as Boaz Energy PCEC or its Affiliates may reasonably request, to evidence or effect the transfer of such transactionportion of PCEC’s or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the applicable Conveyed Interest.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy PCEC will be relieved of its obligations with respect to the Net Profits Conveyed Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy PCEC shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy PCEC to the extent of the interest sold and shall be bound by the obligations of Boaz Energy PCEC under this Agreement and the Conveyance to such extent.
(e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits a Conveyed Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 2 contracts
Samples: Trust Agreement (Pacific Coast Oil Trust), Trust Agreement (Pacific Coast Energy Co LP)
Limited Power of Disposition. (a) The In the event that Trustor notifies the Trustee that it desires the Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, the Trustee may sell, at any time and from time to time, all or any part of any of the Trust Estate for cash in such a manner as it deems in the best interest of the Trust Unitholders if approved by Trust Unitholders holding a majority of the outstanding Trust Units present or represented at a meeting held in accordance with the requirements of Article VIII. This Section 3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Sections 3.02(b) or 9.03.
(b) Except as provided in Sections 3.02(a) and (c), the Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in this Section 3.02(b), ) and in Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No 9.03 and no Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in the event that Boaz Energy notifies the Trustee that it desires that the Trust (i) sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, if approved by Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements any of Article VIII, provided that, after December 31, 2022, such provisions. Any sale or release shall instead require approval conveyance by the Trustee of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate other than pursuant to this Section 3.02(c3.02(b), 3.02(c) or 9.03 shall be subject to Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction3.02(a).
(ci) Boaz Energy Trustor and its Affiliates may at any time and from time to time sell sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders). Upon receipt of written notice of such a sale given by Trustor or its Affiliates, subject the Trustee shall execute and deliver at the closing of such sale a Trustee Conveyance and such other instruments, agreements and documents as Trustor or its Affiliates may reasonably request, to evidence or effect the following terms transfer of such portion of Trustor’s or its Affiliates’ interests in the Underlying Properties, free from and conditions (any such saleunburdened by the Net Profits Interest, a “Qualified De Minimis Sale”):provided that:
(iA) no sale of a portion of Boaz EnergyTrustor’s or its Affiliates’ interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of Trustor’s or its Affiliates’ interests shall be permitted under this Section 3.02(cparagraph (i) if (A1) the sale is to a Person who is an Affiliate of Boaz EnergyTrustor, (B2) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the all Underlying Properties during the most recently completed 12 calendar months months, or (C3) the aggregate Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to the portion of the Net Profits Interest to be releasedreconveyed by the Trustee, together plus the Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to all other portions of the Net Profits Interest previously released by the Trustee pursuant to this Section 3.02(c)(iparagraph (i) during the immediately preceding 365-day periodmost recently completed 12 calendar months, does not would exceed $500,0001,000,000;
(iiB) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (i), the Gross Trust shall receive credit pursuant to the Conveyance in an amount equal to the Fair Value of to the Trust for the portion of the Net Profits Interest released to be reconveyed by the Trustee shall be applied in accordance connection with Section 4.4 the sale of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance)Underlying Properties; and
(iiiC) the Trustee shall have received a certificate from Boaz Energy Trustor executed by or on behalf of the manager thereof certifying to the Trustee and the Trust that the amount credit pursuant to the Conveyance to be adjusted received by the Trust pursuant to clause (iiB) above represents the Gross Fair Value of to the Trust for the portion of the Net Profits Interest to be released reconveyed by the TrusteeTrustee in connection therewith. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates, (b) a description of the Net Profits Interest to be released, and (c) a certification of Boaz Energy or Any other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Properties will be relieved not relieve Trustor of its obligations with respect to the Net Profits Interest Interest.
(ii) In the event that burdens such a portion of the Underlying Properties. Promptly after completion Net Profits Interest is to be reconveyed pursuant to Section 3.02(b)(i), upon receipt of any (A) an accurate description of said portion of the Net Profits Interest and (B) sufficient information to evidence conclusively that the conditions to purchase referred to in the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such sale, Boaz Energy shall so notify experts as may be retained by the Trustee in writing. Any purchaser with the written consent of such Underlying Properties Trustor, which consent shall not be unreasonably withheld or delayed, the assignee of Boaz Energy to the extent Trustee shall execute and deliver a Trustee Conveyance covering said portion of the interest sold and shall be bound by the obligations of Boaz Energy under this Agreement and the Conveyance Net Profits Interest to such extentTrustor or its assignee.
(eiii) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, 3.02 or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Quarterly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(fc) For Anything herein to the avoidance of doubtcontrary notwithstanding, nothing in this Agreement shall limit the right of Boaz Energy event that any Person notifies Trustor that, pursuant to sell or otherwise dispose a Prior Reversionary Interest, Trustor is required to convey any of the Underlying Properties to such Person or cease production from any part thereof Subject Well, Trustor may provide such conveyance with respect to such Underlying Property or undivided interest thereinpermanently cease production from any such Subject Well. In connection with any conveyance or permanent cessation of production pursuant to this Section 3.02(c), Trustee shall, on request, immediately prior to such event, execute, acknowledge, and deliver to Trustor a recordable instrument (reasonably acceptable to Trustor) that reconveys the TrusteeNet Profits Interest with respect to any such Underlying Property or Subject Interests to Grantor.
(i) Anything herein to the contrary notwithstanding, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between Trustor receives compensation pursuant to any Prior Reversionary Interest Trustee shall not be entitled to any share of such compensation.
(ii) From and after the provisions actual date of any conveyance or permanent cessation of production provided for in this Section 3.02(c), Trustor and any assignee, purchaser, transferee or grantee of such Subject Interest shall be relieved of all obligations, requirements, and responsibilities arising under the Net Profits Interest or the Conveyance with respect to the Underlying Property transferred (and no credits or debits shall be made pursuant to the Conveyance for the portion of the Conveyance and this AgreementNet Profits Interest to be transferred), the provisions of the Conveyance shall control except for those that accrued prior to the extent of such conflictdate.
Appears in 2 contracts
Samples: Trust Agreement (Whiting USA Trust II), Trust Agreement (Whiting USA Trust II)
Limited Power of Disposition. (a) The In the event that Trustors notify the Trustee that they desire the Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, and the Trustee determines it to be in the best interest of the Trust Unitholders, the Trustee may sell, at any time and from time to time, all or any part of any of the Trust Estate for cash in such a manner as it deems in the best interest of the Trust Unitholders if approved by Trust Unitholders holding a majority of the outstanding Trust Units present or represented at a meeting held in accordance with the requirements of Article VIII. This Section 3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Sections 3.02(b) or 9.03.
(b) Except as provided in Sections 3.02(a) and (c), the Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in this Section 3.02(b), ) and in Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No 9.03 and no Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in the event that Boaz Energy notifies the Trustee that it desires that the Trust (i) sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, if approved by Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements any of Article VIII, provided that, after December 31, 2022, such provisions. Any sale or release shall instead require approval conveyance by the Trustee of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate other than pursuant to this Section 3.02(c3.02(b), 3.02(c) or 9.03 shall be subject to Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction3.02(a).
(ci) Boaz Energy Trustors and its their Affiliates may at any time and from time to time sell sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders). Upon receipt of written notice of such a sale given by Trustors or their Affiliates, subject the Trustee shall execute and deliver at the closing of such sale a Trustee Conveyance and such other instruments, agreements and documents as Trustors or their Affiliates may reasonably request, to evidence or effect the following terms transfer of such portion of Trustors’ or their Affiliates’ interests in the Underlying Properties, free from and conditions (any such saleunburdened by the Net Profits Interest, a “Qualified De Minimis Sale”):provided that:
(iA) no sale of a portion of Boaz Energy’s Trustors’ or its their Affiliates’ interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of Trustors’ or their Affiliates’ interests shall be permitted under this Section 3.02(cparagraph (i) if (A1) the sale is to a Person who is an Affiliate of Boaz EnergyTrustors, (B2) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the all Underlying Properties during the most recently completed 12 calendar months months, or (C3) the aggregate Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to the portion of the Net Profits Interest to be releasedreconveyed by the Trustee, together plus the Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to all other portions of the Net Profits Interest previously released by the Trustee pursuant to this Section 3.02(c)(iparagraph (i) during the immediately preceding 365-day periodmost recently completed 12 calendar months, does not would exceed $500,000;
(iiB) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (i), the Gross Trust shall receive credit pursuant to the Conveyance in an amount equal to the Fair Value of to the Trust for the portion of the Net Profits Interest released to be reconveyed by the Trustee shall be applied in accordance connection with Section 4.4 the sale of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance)Underlying Properties; and
(iiiC) the Trustee shall have received a certificate from Boaz Energy Trustors executed by or on behalf of the manager thereof certifying to the Trustee and the Trust that the amount credit pursuant to the Conveyance to be adjusted received by the Trust pursuant to clause (iiB) above represents the Gross Fair Value of to the Trust for the portion of the Net Profits Interest to be released reconveyed by the TrusteeTrustee in connection therewith. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates, (b) a description of the Net Profits Interest to be released, and (c) a certification of Boaz Energy or Any other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Properties will be relieved not relieve Trustors of its their obligations with respect to the Net Profits Interest Interest.
(ii) In the event that burdens such a portion of the Underlying Properties. Promptly after completion Net Profits Interest is to be reconveyed pursuant to Section 3.02(b)(i), upon receipt of any (A) an accurate description of said portion of the Net Profits Interest and (B) sufficient information to evidence conclusively that the conditions to purchase referred to in the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such sale, Boaz Energy shall so notify experts as may be retained by the Trustee in writing. Any purchaser with the written consent of such Underlying Properties Trustors, which consent shall not be unreasonably withheld or delayed, the assignee of Boaz Energy to the extent Trustee shall execute and deliver a Trustee Conveyance covering said portion of the interest sold and shall be bound by the obligations of Boaz Energy under this Agreement and the Conveyance Net Profits Interest to such extentTrustors or their assignee.
(eiii) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, 3.02 or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Quarterly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(fc) For Anything herein to the avoidance of doubtcontrary notwithstanding, nothing in this Agreement shall limit the right of Boaz Energy event that any Person notifies either Trustor that, pursuant to sell or otherwise dispose a Prior Reversionary Interest, the Trustor is required to convey any of the Underlying Properties to such Person or cease production from any part thereof Subject Well, the Trustor may provide such conveyance with respect to such Underlying Property or undivided interest thereinpermanently cease production from any such Subject Well. In connection with any conveyance or permanent cessation of production pursuant to this Section 3.02(c), Trustee shall, on request, immediately prior to such event, execute, acknowledge, and deliver to the TrusteeTrustor a recordable instrument (reasonably acceptable to the Trustor) that reconveys the Net Profits Interest with respect to any such Underlying Property or Subject Interests to Grantor.
(i) Anything herein to the contrary notwithstanding, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions Trustor receives compensation pursuant to any Prior Reversionary Interest Trustee shall not be entitled to any share of such compensation.
(ii) From and after the actual date of any conveyance or permanent cessation of production provided for in this Section 3.02(c), the Trustors and any assignee, purchaser, transferee or grantee of such Subject Interest shall be relieved of all obligations, requirements, and responsibilities arising under the Net Profits Interest or the Conveyance with respect to the Underlying Property transferred (and no credits or debits shall be made pursuant to the Conveyance for the portion of the Conveyance and this AgreementNet Profits Interest to be transferred), the provisions of the Conveyance shall control except for those that accrued prior to the extent of such conflictdate.
Appears in 2 contracts
Samples: Trust Agreement (Whiting Usa Trust I), Trust Agreement (Whiting Petroleum Corp)
Limited Power of Disposition. (a) The In the event that VOC Brazos notifies the Trustee that it desires the Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest or any interest therein, and the Trustee determines it to be in the best interest of the Trust Unitholders, the Trustee may sell, at any time and from time to time, all or any part of any of the Trust Estate for cash in such a manner as it deems in the best interest of the Trust Unitholders if approved by the Trust Unitholders as provided in Article VIII. This Section 3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Sections 3.02(b) or 9.03.
(b) Except as provided in Section 3.02(a), the Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in this Section 3.02(b), Section 3.02(c), Section ) and in Sections 3.07 or Section 9.03, as applicable. No and 9.03 and no Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in the event that Boaz Energy notifies the Trustee that it desires that the Trust (i) sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, if approved by Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements any of Article VIII, provided that, after December 31, 2022, such provisions. Any sale or release shall instead require approval conveyance by the Trustee of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate other than pursuant to this Section 3.02(c3.02(b) or 9.03 shall be subject to Section 3.02(a), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(ci) Boaz Energy VOC Brazos and its Affiliates may at any time and from time to time sell sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders). Upon receipt of written notice of such a sale given by VOC Brazos or its Affiliates, subject the Trustee shall execute and deliver at the closing of such sale a Trustee Conveyance, and such other instruments, agreements and documents as VOC Brazos or its Affiliates may reasonably request, to evidence or effect the following terms transfer of such portion of VOC Brazos’ or its Affiliates’ interests in the Underlying Properties, free from and conditions (any such saleunburdened by the Net Profits Interest, a “Qualified De Minimis Sale”):provided that:
(iA) no sale of a portion of Boaz Energy’s VOC Brazos’ or its Affiliates’ interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of VOC Brazos’ or its Affiliates’ interests shall be permitted under this Section 3.02(cparagraph (i) if (A1) the sale is to a Person who is an Affiliate of Boaz EnergyVOC Brazos, (B2) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the all Underlying Properties during the most recently completed 12 calendar months months, or (C3) the aggregate Fair Value to be received by the Trust pursuant to clause (B) of this paragraph (i) with respect to the portion of the Net Profits Interest to be releasedreconveyed by the Trustee, together plus the Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to all other portions of the Net Profits Interest previously released by the Trustee pursuant to this Section 3.02(c)(iparagraph (i) during the immediately preceding 365-day periodmost recently completed 12 calendar months, does not would exceed $500,000;
(iiB) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (i), the Gross Trust shall receive from VOC Brazos payment pursuant to the Conveyance in an amount equal to the Fair Value of to the Trust for the portion of the Net Profits Interest released to be reconveyed by the Trustee shall be applied in accordance connection with Section 4.4 the sale of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance)Underlying Properties; and
(iiiC) the Trustee shall have received a certificate from Boaz Energy VOC Brazos executed by or on behalf of the designated representative of the manager of its general partner thereof certifying to the Trustee and the Trust that the amount payment pursuant to the Conveyance to be adjusted received by the Trust pursuant to clause (iiB) above represents the Gross Fair Value of to the Trust for the portion of the Net Profits Interest to be released reconveyed by the TrusteeTrustee in connection therewith. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates, (b) a description of the Net Profits Interest to be released, and (c) a certification of Boaz Energy or Any other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Properties will be relieved not relieve VOC Brazos of its obligations with respect to the Net Profits Interest.
(ii) In the event that a portion of the Net Profits Interest is to be reconveyed pursuant to Section 3.02(b)(i), upon receipt of (A) funds equal to the payment required pursuant to the Conveyance as set forth in Section 3.02(b)(i) above, (B) an accurate description of said portion of the Net Profits Interest and (C) sufficient information to evidence conclusively that the conditions to purchase referred to in the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such experts as may be retained by the Trustee with the written consent of VOC Brazos, which consent shall not be unreasonably withheld or delayed, the Trustee shall execute and deliver a Trustee Conveyance covering said portion of the Net Profits Interest to VOC Brazos or its assignee.
(iii) In addition to the transfers permitted by paragraph (i) of this Section 3.02(b) and subject to the terms of the Conveyance, VOC Brazos or any of its Affiliates may at any time or from time to time sell a divided or undivided portion of its interest in the Underlying Properties, provided that such sale is subject to and burdened by the Net Profits Interest that burdens such portion of VOC Brazos’ or its Affiliates’ interest, without the Underlying Propertiesconsent of the Trust Unitholders. Promptly after completion of any such sale, Boaz Energy VOC Brazos shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy VOC Brazos to the extent of the interest sold and shall be bound by the obligations of Boaz Energy VOC Brazos under this Agreement and the Conveyance to such extent.
(eiv) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.039.03 hereof, or to distribute the Monthly Quarterly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 2 contracts
Samples: Trust Agreement (VOC Energy Trust), Trust Agreement (VOC Brazos Energy Partners, LP)
Limited Power of Disposition. (a) The In the event that Trustors notify the Trustee that they desire the Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, and the Trustee determines it to be in the best interest of the Trust Unitholders, the Trustee may sell, at any time and from time to time, all or any part of any of the Trust Estate for cash in such a manner as it deems in the best interest of the Trust Unitholders if approved by Trust Unitholders holding a majority of the outstanding Trust Units present or represented at a meeting held in accordance with the requirements of Article VIII. This Section 3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Sections 3.02(b) or 9.03.
(b) Except as provided in Section 3.02(a), the Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in this Section 3.02(b), Section 3.02(c), Section ) and in Sections 3.07 or Section 9.03, as applicable. No and 9.03 and no Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in the event that Boaz Energy notifies the Trustee that it desires that the Trust (i) sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, if approved by Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements any of Article VIII, provided that, after December 31, 2022, such provisions. Any sale or release shall instead require approval conveyance by the Trustee of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate other than pursuant to this Section 3.02(c3.02(b) or 9.03 shall be subject to Section 3.02(a), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(ci) Boaz Energy Trustors and its their Affiliates may at any time and from time to time sell sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders). Upon receipt of written notice of such a sale given by Trustors or their Affiliates, subject the Trustee shall execute and deliver at the closing of such sale a Trustee Conveyance and such other instruments, agreements and documents as Trustors or their Affiliates may reasonably request, to evidence or effect the following terms transfer of such portion of Trustors’ or their Affiliates’ interests in the Underlying Properties, free from and conditions (any such saleunburdened by the Net Profits Interest, a “Qualified De Minimis Sale”):provided that:
(iA) no sale of a portion of Boaz Energy’s Trustors’ or its their Affiliates’ interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of Trustors’ or their Affiliates’ interests shall be permitted under this Section 3.02(cparagraph (i) if (A1) the sale is to a Person who is an Affiliate of Boaz EnergyTrustors, (B2) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the all Underlying Properties during the most recently completed 12 calendar months months, or (C3) the aggregate Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to the portion of the Net Profits Interest to be releasedreconveyed by the Trustee, together plus the Fair Value received by the Trust pursuant to clause (B) of this paragraph (i) with respect to all other portions of the Net Profits Interest previously released by the Trustee pursuant to this Section 3.02(c)(iparagraph (i) during the immediately preceding 365-day periodmost recently completed 12 calendar months, does not would exceed $500,000;
(iiB) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (i), the Gross Trust shall receive credit pursuant to the Conveyance in an amount equal to the Fair Value of to the Trust for the portion of the Net Profits Interest released to be reconveyed by the Trustee shall be applied in accordance connection with Section 4.4 the sale of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance)Underlying Properties; and
(iiiC) the Trustee shall have received a certificate from Boaz Energy Trustors executed by or on behalf of the manager thereof certifying to the Trustee and the Trust that the amount credit pursuant to the Conveyance to be adjusted received by the Trust pursuant to clause (iiB) above represents the Gross Fair Value of to the Trust for the portion of the Net Profits Interest to be released reconveyed by the TrusteeTrustee in connection therewith. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates, (b) a description of the Net Profits Interest to be released, and (c) a certification of Boaz Energy or Any other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Properties will be relieved not relieve Trustors of its their obligations with respect to the Net Profits Interest Interest.
(ii) In the event that burdens such a portion of the Underlying Properties. Promptly after completion Net Profits Interest is to be reconveyed pursuant to Section 3.02(b)(i), upon receipt of any (A) an accurate description of said portion of the Net Profits Interest and (B) sufficient information to evidence conclusively that the conditions to purchase referred to in the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such sale, Boaz Energy shall so notify experts as may be retained by the Trustee in writing. Any purchaser with the written consent of such Underlying Properties Trustors, which consent shall not be unreasonably withheld or delayed, the assignee of Boaz Energy to the extent Trustee shall execute and deliver a Trustee Conveyance covering said portion of the interest sold and shall be bound by the obligations of Boaz Energy under this Agreement and the Conveyance Net Profits Interest to such extentTrustors or their assignee.
(eiii) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, 3.02 or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Quarterly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 1 contract
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy MV Partners notifies the Trustee that it desires that the Trust (i) Trustee to sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits InterestInterest or the Hedge Agreements Assignment, or any interest therein, or (ii) release any portion and the Trustee determines it to be in the best interest of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying PropertiesTrust Unitholders, the Trustee shall sell may sell, at any time and from time to time, all or release, as applicable, the applicable portion any part of any of the Trust Estate, including, if applicable, Estate for cash in such a manner as it deems in the Net Profits Interest, best interest of the Trust Unitholders if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units present or represented at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b3.02(a) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(cSections 3.02(b), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and .
(b) a description of the Net Profits Interest to be sold or released, the The Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall not sell or release, as applicable, the applicable portion otherwise dispose of all or any part of the Trust Estate, including, if applicablewithout limitation, all or any portion of the Net Profits InterestInterest or the Hedge Agreements Assignment, through execution or any interest therein, except that the Trustee is directed to sell and delivery convey all or any portion of a Trustee Release the Net Profits Interest as provided in this Section 3.02 and in Sections 3.07 and 9.03 of this Agreement and no Trust Unitholder approval shall be required for any sale or applicable instrument of sale at the closing conveyance in accordance with any of such transaction, and such provisions. Any sale or conveyance by the Trustee of any part of the Trust Estate other instruments, agreements and documents as Boaz Energy than pursuant to this Section 3.02(b) or its Affiliates may reasonably request, Sections 3.07 or 9.03 shall be subject to evidence or effect such transactionSection 3.02(a).
(ci) Boaz Energy MV Partners and its Affiliates may at any time and from time to time sell sell, but only in accordance with the provisions set forth below and in accordance with the terms of the Conveyance, a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders). Upon receipt of written notice of such a sale given by MV Partners or its Affiliates, subject the Trustee shall execute and deliver at the closing of such sale a partial release and consent, and such other instruments, agreements and documents as MV Partners or its Affiliates may reasonably request, to evidence or effect the following terms transfer of such portion of MV Partners' or its Affiliates' interests in the Underlying Properties, free from and conditions (any such saleunburdened by the Net Profits Interest, a “Qualified De Minimis Sale”):provided that:
(iA) no sale of a portion of Boaz Energy’s MV Partners' or its Affiliates’ ' interests in the Underlying Properties free from and unburdened by the Net Profits Interest that would otherwise burden such portion of MV Partners' or its Affiliates' interests shall be permitted under this Section 3.02(cparagraph (i) if (A1) the sale is to a Person who is an Affiliate of Boaz EnergyMV Partners, (B2) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the all Underlying Properties during the most recently completed 12 calendar months months, or (C3) the aggregate Fair Value of the portion of the Net Profits Interest sales proceeds to be released, together with all other portions of the Net Profits Interest released received by the Trustee pursuant to this Section 3.02(c)(i) during the immediately preceding 365-day period, does not exceed $500,000;
(ii) following the completion of any release pursuant to this Section 3.02(c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance); and
(iii) the Trustee shall have received a certificate from Boaz Energy certifying to the Trustee and the Trust that the amount to be adjusted pursuant to clause (iiB) above represents the Gross Fair Value of this paragraph (i) with respect to the portion of the Net Profits Interest to be released by the Trustee. Upon receipt , plus the aggregate sales proceeds received by the Trust pursuant to clause (B) of this paragraph (ai) written notice given with respect to all other portions of the Net Profits Interest previously released by Boaz Energy or its Affiliatesthe Trustee pursuant to this paragraph (i) during the most recently completed 12 calendar months, would exceed $500,000;
(bB) a description in connection with any sale pursuant to this paragraph (i), the Trust shall receive from MV Partners an amount equal to the Fair Value to the Trust for the portion of the Net Profits Interest to be released, and released by the Trustee in connection with the sale of the Underlying Properties; and
(cC) a certification of Boaz Energy or other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall have received a certificate from MV Partners executed by or on behalf of the manager thereof certifying to the Trustee and the Trust that the cash to be received by the Trust pursuant to clause (subject B) above represents the Fair Value to clauses (i) through (iii) above) terminate and release the Trust for the portion of the Net Profits Interest with respect to be released by the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such in connection therewith. Any other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Properties will be relieved not relieve MV Partners of its obligations with respect to the Net Profits Interest.
(ii) In the event that a portion of the Net Profits Interest is to be released pursuant to Section 3.02(b)(i) of this Agreement, upon receipt of (A) funds equal to the required payment, (B) an accurate description of said portion of the Net Profits Interest and (C) sufficient information to evidence conclusively that the conditions to purchase referred to in the applicable section of the Conveyance have been satisfied, then within a reasonable time thereafter, and upon advice of such experts as may be retained by the Trustee with the written consent of MV Partners, which consent shall not be unreasonably withheld or delayed, the Trustee shall execute and deliver a Trustee Conveyance covering said portion of the Net Profits Interest to MV Partners or its assignee.
(iii) In addition to the transfers permitted by paragraph (i) of this Section 3.02(b) and subject to the terms of the Conveyance, MV Partners or any of its Affiliates may at any time or from time to time sell a divided or undivided portion of its interest in the Underlying Properties, provided that such sale is subject to and burdened by the Net Profits Interest that burdens such portion of MV Partners' or its Affiliates' interest, without the Underlying Propertiesconsent of the Trust Unitholders. Promptly after completion of any such sale, Boaz Energy MV Partners shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy MV Partners to the extent of the interest sold and shall be bound by the obligations of Boaz Energy MV Partners under this Agreement and the Conveyance to such extent.
(eiv) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.039.03 hereof, or to distribute the Monthly Quarterly Cash Distribution pursuant to Section 5.025.02 hereof, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 1 contract
Samples: Trust Agreement (MV Oil Trust)
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.02(d), Section 3.07 or Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy Enduro notifies the Trustee that it desires that the Trust (i) Trustee to sell or dispose of (except for releases, which are addressed under Section 3.02(c) or Section 3.02(d)) all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, Estate for cash if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy Enduro and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust UnitholdersTrustee), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):conditions:
(i) no sale of a portion of Boaz EnergyEnduro’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(cparagraph (c) if (A) the sale is to a Person who is an Affiliate of Boaz EnergyEnduro, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(iparagraph (c) during the immediately preceding 365-day period, does not would exceed $500,000500,000 during any consecutive 12-month period;
(ii) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account “Offset Amount” (as defined in the Conveyance)) against the Gross Deductions when determining the amount of cash attributable to the Net Profits Interest; and
(iii) the Trustee shall have received a certificate from Boaz Energy Enduro certifying to the Trustee and the Trust that the amount to be adjusted offset pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest to be released by the Trustee. Upon receipt of (a) written notice of such a sale given by Boaz Energy Enduro or its Affiliates, (b) a an accurate description of the Net Profits Interest to be releasedconveyed, and (c) a certification of Boaz Energy Enduro or other sufficient information to evidence conclusively that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transactionsale, and such other instruments, agreements and documents as Boaz Energy Enduro or its Affiliates may reasonably request, to evidence or effect the transfer of such transactionportion of Enduro’s or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the Net Profits Interest.
(d) Notwithstanding Section 3.02(c) to the contrary, Enduro and its Affiliates may from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest, with the approval of Trust Unitholders of record holding at least 50% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII. The proceeds of any sale approved by the Trust Unitholders as set forth in this Section 3.02(d) shall be distributed in the manner approved by such Trust Unitholders at such meeting.
(e) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Enduro will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy Enduro shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy Enduro to the extent of the interest sold and shall be bound by the obligations of Boaz Energy Enduro under this Agreement and the Conveyance to such extent.
(ef) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(fg) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
B. Section 8.02 of the Agreement is hereby deleted in its entirety and replaced by the following:
Appears in 1 contract
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section S ection 3.02(c), Section 3.07 or Section S ection 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section S ection 3.02(c), Section 3.07 or Section 9.03, in the event that Boaz Energy notifies the Trustee that it desires that the Trust (i) sell or dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, if approved by Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust Unitholders), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):
(i) no sale of a portion of Boaz Energy’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(c) if (A) the sale is to a Person who is an Affiliate of Boaz Energy, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.0% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(i) during the immediately preceding 365-day period, does not exceed $500,000;
(ii) following the completion of any release pursuant to this Section 3.02(c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account (as defined in the Conveyance); and
(iii) the Trustee shall have received a certificate from Boaz Energy certifying to the Trustee and the Trust that the amount to be adjusted pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest to be released by the Trustee. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates, (b) a description of the Net Profits Interest to be released, and (c) a certification of Boaz Energy or other sufficient information to evidence that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy to the extent of the interest sold and shall be bound by the obligations of Boaz Energy under this Agreement and the Conveyance to such extent.
(e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 1 contract
Samples: Trust Agreement
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the a Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the a Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the a Net Profits Interest under Section 3.02(c), Section 3.07 or Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy PCEC notifies the Trustee that it PCEC desires that the Trust (i) Trustee to sell or dispose of (except for releases, which are addressed under Section 3.02(c)) all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits InterestInterests, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, Estate for cash if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy PCEC and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the either Net Profits Interest (without the consent of the Trustee or the Trust UnitholdersTrustee), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):conditions:
(i) no sale of a portion of Boaz EnergyPCEC’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(cparagraph (c) if (A) the sale is to a Person who is an Affiliate of Boaz EnergyPCEC, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the each Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(iparagraph (c) during the immediately preceding 365-day period, does not would exceed $500,000500,000 during any consecutive 12-month period;
(ii) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (c), the Gross Fair Value of the portion of the a Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account “Offset Amount” (as defined in the Conveyance)) against the Gross Deductions when determining the amount of cash attributable to such Net Profits Interest; and
(iii) the Trustee shall have received a certificate from Boaz Energy PCEC certifying to the Trustee and the Trust that the amount to be adjusted offset pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest Interests to be released by the Trustee. Upon receipt of (a) written notice of such a sale given by Boaz Energy PCEC or its Affiliates, (b) a an accurate description of the Net Profits Interest to be releasedconveyed, and (c) a certification of Boaz Energy PCEC or other sufficient information to evidence conclusively that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transactionsale, and such other instruments, agreements and documents as Boaz Energy PCEC or its Affiliates may reasonably request, to evidence or effect the transfer of such transactionportion of PCEC’s or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the applicable Net Profits Interest.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy PCEC will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy PCEC shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy PCEC to the extent of the interest sold and shall be bound by the obligations of Boaz Energy PCEC under this Agreement and the Conveyance to such extent.
(e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the a Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 1 contract
Limited Power of Disposition. (a) The Trustee shall not release, sell or otherwise dispose of all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, except that the Trustee is directed to release, sell and convey all or any portion of the Net Profits Interest as provided in Section 3.02(b), Section 3.02(c), Section 3.07 or and Section 9.03, as applicable. No Trust Unitholder approval shall be required for any release, sale or conveyance of the Net Profits Interest under Section 3.02(c), Section 3.07 or and Section 9.03, as applicable.
(b) Except as otherwise set forth in Section 3.02(c), Section 3.07 or Section 9.03, in In the event that Boaz Energy Enduro notifies the Trustee that it desires that the Trust (i) Trustee to sell or dispose of (except for releases, which are addressed under Section 3.02(c)) all or any part of the Trust Estate, including, without limitation, all or any portion of the Net Profits Interest, or any interest therein, or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz Energy and/or its Affiliates of a divided or undivided portion of their interests in the Underlying Properties, the Trustee shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, Estate for cash if approved by the Trust Unitholders of record holding at least 75% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII, provided that, after December 31, 2022, such sale or release shall instead require approval of the Trust Unitholders of record holding at least a majority of the outstanding Trust Units if Boaz Energy and its Affiliates own less than 25% of the outstanding Trust Units as of the record date for such meeting. The proceeds from such sale or the consideration received in respect of such release, as applicable, shall be distributed in the manner approved by such Trust Unitholders at such meeting. This Section 3.02(b) shall not be construed to require approval of the Trust Unitholders for any sale or other disposition of all or any part of the Trust Estate pursuant to Section 3.02(c), Section 3.07 or Section 9.03. Upon receipt of (a) written notice given by Boaz Energy or its Affiliates and (b) a description of the Net Profits Interest to be sold or released, the Trustee shall promptly proceed to seek the approval of the Trust Unitholders and, upon receipt thereof, shall sell or release, as applicable, the applicable portion of the Trust Estate, including, if applicable, the Net Profits Interest, through execution and delivery of a Trustee Release or applicable instrument of sale at the closing of such transaction, and such other instruments, agreements and documents as Boaz Energy or its Affiliates may reasonably request, to evidence or effect such transaction.
(c) Boaz Energy Enduro and its Affiliates may at any time and from time to time sell a divided or undivided portion of their interests in the Underlying Properties, free from and unburdened by the Net Profits Interest (without the consent of the Trustee or the Trust UnitholdersTrustee), subject to the following terms and conditions (any such sale, a “Qualified De Minimis Sale”):conditions:
(i) no sale of a portion of Boaz EnergyEnduro’s or its Affiliates’ interests in the Underlying Properties shall be permitted under this Section 3.02(cparagraph (c) if (A) the sale is to a Person who is an Affiliate of Boaz EnergyEnduro, (B) the sale relates to an interest in the Underlying Properties that accounted for in excess of 1.00.25% of the total production from the Underlying Properties during the most recently completed 12 calendar months or (C) the aggregate Fair Value of the portion of the Net Profits Interest to be released, together with all other portions of the Net Profits Interest released by the Trustee pursuant to this Section 3.02(c)(iparagraph (c) during the immediately preceding 365-day period, does not would exceed $500,000500,000 during any consecutive 12-month period;
(ii) following the completion of in connection with any release sale pursuant to this Section 3.02(cparagraph (c), the Gross Fair Value of the portion of the Net Profits Interest released by the Trustee shall be applied in accordance with Section 4.4 of the Conveyance as an offset and reduction against amounts debited to the Net Profits Account “Offset Amount” (as defined in the Conveyance)) against the Gross Deductions when determining the amount of cash attributable to the Net Profits Interest; and
(iii) the Trustee shall have received a certificate from Boaz Energy Enduro certifying to the Trustee and the Trust that the amount to be adjusted offset pursuant to clause (ii) above represents the Gross Fair Value of the portion of the Net Profits Interest to be released by the Trustee. Upon receipt of (a) written notice of such a sale given by Boaz Energy Enduro or its Affiliates, (b) a an accurate description of the Net Profits Interest to be releasedconveyed, and (c) a certification of Boaz Energy Enduro or other sufficient information to evidence conclusively that the conditions to transfer described in the Conveyance and in this paragraph (c) have been or will be satisfied, the Trustee shall (subject to clauses (i) through (iii) above) terminate and release the Net Profits Interest with respect to the applicable Underlying Properties through execution and delivery of a Trustee Release at the closing of such transactionsale, and such other instruments, agreements and documents as Boaz Energy Enduro or its Affiliates may reasonably request, to evidence or effect the transfer of such transactionportion of Enduro’s or its Affiliates’ interests in the Underlying Properties, free from and unburdened by the Net Profits Interest.
(d) Following the sale of all or any portion of the Underlying Properties, Boaz Energy Enduro will be relieved of its obligations with respect to the Net Profits Interest that burdens such portion of the Underlying Properties. Promptly after completion of any such sale, Boaz Energy Enduro shall so notify the Trustee in writing. Any purchaser of such Underlying Properties shall be the assignee of Boaz Energy Enduro to the extent of the interest sold and shall be bound by the obligations of Boaz Energy Enduro under this Agreement and the Conveyance to such extent.
(e) Anything herein to the contrary notwithstanding, the Trustee shall not agree to any distribution of the Net Profits Interest or any other asset of the Trust that would cause the interest of a Trust Unitholder to be treated (except for tax purposes) as an interest other than an intangible personal property interest. Unless required to sell pursuant to this Section 3.02, or pursuant to Section 3.07 or Section 9.03, or to distribute the Monthly Cash Distribution pursuant to Section 5.02, the Trustee is authorized to retain any part of the Trust Estate in the form in which such property was transferred to the Trustee, without regard to any requirement to diversify investments or other requirements.
(f) For the avoidance of doubt, nothing in this Agreement shall limit the right of Boaz Energy to sell or otherwise dispose of the Underlying Properties or any part thereof or undivided interest therein, and the Trustee, if reasonably requested by Boaz Energy, shall execute and deliver on behalf of the Trust, such documents and instruments, not inconsistent herewith, as shall be necessary to facilitate such sale or other disposition. Any conveyance, transfer or other disposition not expressly addressed in this Agreement shall be governed by the provisions of the Conveyance. In the event that there is a conflict between the provisions of the Conveyance and this Agreement, the provisions of the Conveyance shall control to the extent of such conflict.
Appears in 1 contract
