Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person. (b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property or to effect a Hedge Termination other than: (i) the sale of Hydrocarbons in the ordinary course of business; (ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use; (iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts, (iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition); (v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i); (vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition; (vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month period; and (viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 2 contracts
Samples: Borrowing Base Agreement (TXO Partners, L.P.), Credit Agreement (TXO Partners, L.P.)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, Subsidiaries to merge or consolidate with or into any other Person other than the merger or consolidation of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property or to effect a Hedge Termination Properties other than:
: (i) the sale of Hydrocarbons in the ordinary course of business;
, (ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;
, (iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
, (iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) 100% of the consideration received in respect of such Disposition shall be cash, (B) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the board of managers or the equivalent governing body of the Borrower (or the general partner of the Borrower) General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
Subsidiary; (v) Hedge Terminationsthe sale, provided that release, surrender (Ain accordance with the terms of the applicable lease) the Borrower shall give Administrative Agent 5 days’ prior written notice or other disposition of leasehold interests in any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as Oil and Gas Property to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vino Proven Reserves are attributed,(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Properties between and among Loan PartyParties, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
and (vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 250,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Abraxas Energy Partners LP), Subordinated Credit Agreement (Abraxas Petroleum Corp)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, Subsidiaries to merge or consolidate with or into any other Person other than the merger or consolidation of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property or to effect a Hedge Termination Properties other than:
: (i) the sale of Hydrocarbons in the ordinary course of business;
, (ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;
, (iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
, (iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) 100% of the consideration received in respect of such Disposition shall be cash, (B) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the board of managers or the equivalent governing body of the Borrower (or the general partner of the Borrower) General Partner and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (BC) if such Disposition triggers of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Engineering Report during any period between two successive scheduled redeterminations of the Borrowing Base has a mandatory prepayment requirementfair market value (as determined by the Administrative Agent), then individually or in the Borrower aggregate, in excess of 5% of the Borrowing Base in effect at the time such Disposition is effected, the Borrowing Base shall make any mandatory prepayments required be reduced, effective immediately upon such Disposition, by Section 2.05(b)(i)an amount equal to the value, if any, assigned such Property as determined by the Required Lenders in the most recently delivered Engineering Report, and (CD) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
Subsidiary; (v) Hedge Terminationsthe sale, provided that release, surrender (Ain accordance with the terms of the applicable lease) the Borrower shall give Administrative Agent 5 days’ prior written notice or other disposition of leasehold interests in any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as Oil and Gas Property to which the Borrower cannot give advance noticeno Proven Reserves are attributed, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Properties between and among Loan PartyParties, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
and (vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 250,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 2 contracts
Samples: Credit Agreement (Abraxas Energy Partners LP), Credit Agreement (Abraxas Petroleum Corp)
Merger or Consolidation; Asset Sales. None of the Borrowers nor any of the Material Subsidiaries will (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person or (b) sell, lease, transfer, or otherwise dispose of any of its Property (other than the merger sale of a Loan Party inventory in the ordinary course of business) except that so long as after giving effect thereto no Default or Event of Default shall exist:
(i) Any corporation may merge or consolidate with and into any of the Borrower, Borrowers or the Material Subsidiaries provided that the such Borrower or Material Subsidiary shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to corporation;
(ii) Any Material Subsidiary (other than a Borrower) may merge or consolidate with or into any other Person.Subsidiary of the Company;
(biii) The Any Borrower shall notor Material Subsidiary may sell, nor shall it permit any of its Subsidiaries lease, transfer or the Joint Venture to enter into or effect a Disposition otherwise dispose of any of its Property or assets to effect a Hedge Termination other than:(A)
(iI) in the case of any Borrower, any other Borrower and in the case of a Material Subsidiary, any Borrower or any other Material Subsidiary or (II) any other Person who guarantees the obligations hereunder of the Borrower or Material Subsidiary making such sale, lease, transfer or disposition or (B) with the consent of the Agent (not to be unreasonably withheld), any other Person if such sale of Hydrocarbons or disposition is in the ordinary course of business;
such Borrower's or Material Subsidiary's business and the net proceeds received from such sale or other disposition equal or exceed (ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course reasonable opinion of business, (Bthe Board of Directors of the Company) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of Property transferred to such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month periodPerson; and
(viiiiv) Dispositions caused Any Borrower or Material Subsidiary may sell, lease, transfer or otherwise dispose of any assets which constitute fixed assets if the net book value of the asset being sold does not exceed $10,000,000 (or the Dollar Equivalent thereof); provided that, all such asset sales permitted by loss, theft, substantial damage this clause (iii) shall not exceed $45,000,000 (or destruction the Dollar Equivalent thereof) in the aggregate; provided further that the assets which Philip Morris has the right to recover under the terms of Propertiesxxx Xmxxxxx and Restated Addendum to Amended and Restated Fine Papers Supply Agreement and the Coated Tobacco Paper Development Agreement are excluded from the limitations set forth in this Article 6.02.
Appears in 1 contract
Samples: Credit Agreement (Schweitzer Mauduit International Inc)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its SubsidiariesSubsidiary to, to merge merge, dissolve, liquidate or consolidate with or into any other Person or to transfer all or substantially all of its Property to any other Person, except that (i) a Subsidiary of the Borrower may merge with or into the Borrower or a wholly-owned Subsidiary of the Borrower (provided that (A) if either of such Subsidiaries is a Guarantor, the surviving entity shall be a Guarantor, and (B) if neither of such Subsidiaries is a Guarantor, the Subsidiaries shall have complied with Section 5.11), and (ii) a Subsidiary of the Borrower may transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another wholly-owned Subsidiary of the Borrower (provided that (A) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor, and (B) if neither the transferor nor the transferee is a Guarantor, the Subsidiaries shall have complied with Section 5.11), provided in each case that no Event of Default exists or no Default would be caused thereby.
(b) The Borrower shall not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than the a merger of a Loan Party with and Subsidiary into the BorrowerBorrower in which the Borrower is the surviving corporation), provided that or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person unless (i) either (A) the Borrower shall be the continuing Person or surviving Person(B) the Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged, or another Loan Partythe Person which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Borrower and the Subsidiaries, taken as a whole, shall execute and deliver to the Administrative Agent (with sufficient originals for each applicable Lender) a joinder agreement in form and substance reasonably acceptable to the Administrative Agent, and such other Credit Documents as the Administrative Agent or any Lender may reasonably request, to assume the Obligations, together with evidence of corporate authority to enter into such joinder agreement and such legal opinions in relation to such joinder agreement as the Administrative Agent may reasonably request, (ii) no Event of Default exists or no Default would be caused thereby, and (iii) after giving effect to such transaction on a pro forma basis, the Borrower would have been in compliance with the financial covenants set forth in Sections 6.14 through 6.16 as of the end of the most recent fiscal quarter. The Notwithstanding the foregoing, in no event shall the Borrower shall not permit the Joint Venture or any of its Subsidiaries be permitted to merge with, consolidate into, or consolidate with sell all or into substantially all of its assets to, The Xxxxxxx & Xxxxxx Company or any other Personof its Subsidiaries.
(bc) The Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, transfer, assign or the Joint Venture to enter into or effect a Disposition of any otherwise dispose of its Property or to effect a Hedge Termination any other thanPerson, except:
(i) the sale Sales of Hydrocarbons inventory in the ordinary course of business;
(ii) the Disposition Dispositions of equipment that is (A) obsoleteobsolete or worn out property, worn outwhether now owned or hereafter acquired, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts Dispositions of undeveloped acreage and assignments in connection with equipment to the extent that (A) such Farmouts,property is exchanged for credit against the purchase price of similar replacement property, or (B) the proceeds of such disposition are reasonably promptly applied to the purchase price of similar replacement property;
(iv) Dispositions to the extent not otherwise permitted by this Section 6.3, so long as no Event of Oil Default exists and Gas Properties after giving effect to such transaction on a pro forma basis, no Default would be caused thereby, sales, transfers, assignments or other dispositions of Property to a Person other than the Borrower or any interest therein of its Subsidiaries (an "Asset Sale") that, together with all other Asset Sales (other than sales, transfers, assignments or Subsidiaries owning Oil other dispositions permitted by subsections (i), (ii) and Gas Properties provided that (iii) above) as permitted by this Section does not exceed (A) during the consideration received twelve-month period ending with the month in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if which any such Disposition is of a Subsidiary owning Oil and Gas PropertiesAsset Sale occurs, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, $5,000,000 in which case the Borrower shall give prompt written notice of such Hedge Termination)market value, and (B) if such Hedge Termination triggers a mandatory prepayment requirementduring the period from the Closing Date through the date of the repayment in full of the Loans, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions termination of capital stock the Commitments and the cessation of any Subsidiary to Borrower or another Loan Partyall Letter of Credit Exposure, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair $10,000,000 in market value not to exceed $12,500,000 during any 12-month periodvalue; and
(viiiv) Dispositions caused by losssubject to the terms of Section 5.1 and Section 5.11, theftsales, substantial damage transfers, assignments or destruction other dispositions of Propertiesany Property to the Borrower or any other Credit Party.
Appears in 1 contract
Samples: Revolving Credit Agreement (McDermott International Inc)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, Subsidiaries to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property or to effect a Hedge Termination Properties other than:
(i) the sale of Hydrocarbons in the ordinary course of business;,
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;, HOUSTON\2067330.8 -64-
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body Board of Directors of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if the amount of such Disposition triggers a mandatory prepayment requirementof Oil and Gas Property or Subsidiary owning Oil and Gas Properties, then individually or when aggregated with all such other Dispositions effected during any period between two successive scheduled redeterminations of the Borrower Borrowing Base, shall make any mandatory prepayments required by Section 2.05(b)(i)not be in excess of the greater of (1) $650,000 and (2) 5% of the Borrowing Base in effect at the time such Disposition is effected, and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);Subsidiary; and
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 250,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 1 contract
Merger or Consolidation; Asset Sales. No Credit Party shall:
(a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.; provided that (i) any Guarantor may merge or consolidate with any Person so long as a Guarantor is the surviving Person or such Person becomes a Guarantor contemporaneously with such merger or consolidation and (ii) any Credit Party may merge or consolidate with the Borrower so long as the Borrower is the surviving Person; or
(b) The Borrower shall not, nor shall it permit make any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property (including, without limitation, any Working Interest, overriding Royalty Interest, production payments, net profits interest, Royalty Interest, or to effect a Hedge Termination mineral fee interest) outside the ordinary course of business except Dispositions of Assets for their fair market value, as determined in good faith by the Borrower’s board of directors, other than:
(i) the sale of Hydrocarbons in the ordinary course of business;
(ii) the Disposition of equipment cash and Liquid Investments in the ordinary course of business;
(iii) the Disposition of Property that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person, Credit Party or (C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use;
(iiiiv) Farmouts the Disposition of Property between or among Credit Parties;
(v) farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) farmouts, each with the consideration received in respect of such Disposition shall be equal to or greater than the fair market value prior Approval of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i)Requisite Lenders;
(vi) Dispositions the Disposition of capital stock the Equity Interests of any Subsidiary to Borrower or another Loan Party, provided Subsidiaries that are not Guarantors with the Borrower has delivered to prior Approval of the Administrative Agent at least five days’ prior written notice of such DispositionRequisite Lenders;
(vii) the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month period; andfinancing transaction;
(viii) Dispositions caused Property sold, conveyed, transferred, assigned, disposed of, leased or licensed out in the ordinary course of business (excluding any sales, conveyances, transfers, assignments, dispositions, leases or licenses out by lossoperations or divisions discontinued or being discontinued),
(ix) (i) any license of Intellectual Property in the ordinary course of business or (ii) the abandonment or other disposition of Intellectual Property in the ordinary course of business that is no longer material to the conduct of the business of the Credit Parties, thefttheir Subsidiaries or the JV Company as such business is operated and the license or abandonment of such Intellectual Property does not materially detract from any Credit Party’s value. For the avoidance of doubt, substantial damage or destruction any Net Cash Proceeds from a Disposition of Propertiesany Credit Party’s Property shall be applied as required by Section 2.8(c).
Appears in 1 contract
Samples: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Merger or Consolidation; Asset Sales. (a) The Borrower shall notNo Loan Party shall, nor shall it any Loan Party permit any of its Subsidiaries, to merge or consolidate with or into Subsidiaries to:
(a) dissolve; provided that (i) any other Person Loan Party (other than Holdings and the merger Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower and (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Loan Party with and into the Borrower, provided that Guarantor (other than Holdings) or the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall Subsidiary that is not permit the Joint Venture to a Guarantor;
(b) merge or consolidate with or into any other Person.; provided that (i) the Borrower may merge or may be consolidated into any Guarantor (other than Holdings) if the Borrower is the surviving entity, (ii) any Loan Party (other than Holdings and the Borrower) may merge or may be consolidated into any other Guarantor (other than Holdings), and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor (other than Holdings) or the Borrower or another Subsidiary that is not a Guarantor; or
(bc) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) or novate, assign, unwind, terminate, permit to effect a Hedge Termination expire, or otherwise amend any XX Xxxxxx, other than:
(i) the sale of Hydrocarbons Hydrocarbons, geological or seismic data, or liquidation of Liquid Investments in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, obsolete or worn out, depleted or uneconomic out and disposed Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable value and use, provided that, so long as a Borrowing Base Deficiency (without giving effect to the proviso in the definition thereof) exists, the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, Cash Collateralize the Letter of Credit Exposure, in an amount equal to the Net Cash Proceeds received by any Loan Party from the Disposition of equipment pursuant to this Section 6.04(c)(ii);
(iii) Farmouts the Disposition of undeveloped acreage and assignments in connection with such Farmouts,Property between or among Loan Parties;
(iv) Dispositions the Disposition of Oil and Gas Properties which are not attributable to Proven Reserves so long as (A) no Default exists or would be caused thereby and (B) such Disposition is permitted under the Second Lien Loan Documents, if any, that are then in effect;
(v) Casualty Events;
(vi) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any interest therein Loan Party;
(vii) the abandonment of intellectual property that is no longer material to the operation of the business of any Loan Party;
(viii) so long as no Default exists or Subsidiaries owning would be caused thereby, the Disposition of (w) Oil and Gas Properties which are attributable to Proven Reserves, (x) Oil and Gas Related Properties, (y) the Disposition of Equity Interests in any Subsidiary that owns Oil and Gas Properties which are attributable to Proven Reserves or Oil and Gas Related Properties, and (z) the occurrence of any Hedge Event, in the case of each of the foregoing clauses (w) through (z), so long as:
(A) as to any such Disposition, (1) the cash or cash equivalents received as consideration therefor must be at least 75% of the consideration received in respect thereof; provided that this clause (A1) shall not be required with respect to Dispositions of Proven Reserves having an aggregate value of less $10,000,000 in any fiscal year of Holdings, (2) the consideration received in respect of such Disposition shall be is equal to or greater than the fair market value of the such Oil and Gas PropertyProperties, or any interest therein or therein, Subsidiary subject of such Disposition Disposition, or Oil and Gas Related Properties (as reasonably determined by the chief financial officer or equivalent officer of the Borrower for Dispositions for consideration of less than $15,000,000 and as reasonably determined by the board of directors or the equivalent governing body of the Borrower (or the general partner of the Borrower) for all other Dispositions and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C3) if any such Disposition is of a Subsidiary owning Oil and Gas Properties or Oil and Gas Related Properties, such Disposition shall include includes all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition)Subsidiary;
(vB) as to any such Disposition or Hedge TerminationsEvent which would have the effect of making the sum of (1) the BB Value of all Dispositions of Oil and Gas Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Disposition) plus (2) the BB Value of all Dispositions of Oil and Gas Related Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Disposition) plus (3) the BB Value of XX Xxxxxx which have been novated, assigned, unwound, terminated, expired or amended since the date of the most recent scheduled Borrowing Base redetermination (including such Hedge Event) plus (4) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.11 within the 60-day period permitted under Section 5.11 and occurring since the date of the most recent scheduled Borrowing Base redetermination, exceed 5% of the Borrowing Base then in effect, the Borrowing Base is automatically reduced as provided in Section 2.02(d); and
(C) such Disposition is permitted under the Second Lien Loan Documents, if any, that are then in effect;
(ix) the Disposition of assets (other than Oil and Gas Properties and Oil and Gas Related Properties) so long as (A) the Borrower shall give Administrative Agent 5 days’ prior written notice cash or cash equivalents received as consideration therefor is at least 75% of any the consideration received in respect thereof, (B) the consideration received in respect of such Hedge Termination Disposition is equal to or greater than the fair market value of such asset (other than a “Termination Event” as reasonably determined by the chief financial officer or “Event equivalent officer of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case for Dispositions for consideration of less than $15,000,000 and as reasonably determined by the board of directors or the equivalent governing body of the Borrower shall give prompt written notice of for all other Dispositions), (C) no Default exists or would be caused thereby, (D) such Hedge Termination)Disposition is permitted under the Second Lien Loan Documents, if any, that are then in effect, and (BE) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower aggregate value of assets of the Dispositions permitted under this 6.04(c)(ix) shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during 10,000,000 in any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction fiscal year of PropertiesHoldings.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, Subsidiaries to merge or consolidate with or into any other Person other than the merger of a Loan Party Subsidiary into the Borrower or another Subsidiary (except that, with and into respect to any such merger or consolidation involving the Borrower, the Borrower must be the surviving entity); provided that at the Borrower time thereof and immediately after giving effect thereto no Default shall be have occurred and the continuing or surviving Person, or another Loan Party. The Borrower Administrative Agent shall not permit continue to have an Acceptable Security Interest in the Joint Venture to merge or consolidate with or into any other PersonCollateral.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect make a Disposition of any of its Property or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable value and use;
(iii) Farmouts sales, leases, transfers, assignments, farmouts, conveyance or dispositions of undeveloped acreage Oil and assignments in connection with such Farmouts,Gas Property for fair market value to which no Proven Reserves are attributed;
(iv) the Disposition of Property to the Borrower or a Subsidiary of the Borrower; provided that at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing and the Administrative Agent shall continue to have an Acceptable Security Interest in the Collateral; and
(v) the Disposition of Oil and Gas Properties so long as after giving effect to such Disposition, the sum of (a) the aggregate Borrowing Base value attributed by the Administrative Agent to all Hydrocarbon Hedge Agreements that have been novated, assigned, amended, modified or terminated since the immediately preceding scheduled redetermination of the Borrowing Base plus (b) the aggregate fair market value of all Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) have been consummated since the consideration received in respect immediately preceding scheduled redetermination of such Disposition shall be the Borrowing Base does not exceed an amount equal to or greater than the fair market value 5% of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that Borrowing Base then in effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 1 contract
Samples: Credit Agreement (Three Forks, Inc.)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor and shall it not permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to Subsidiaries to:
(a) merge or consolidate with or into any other Person., except that the Borrower may merge with any of its wholly-owned Subsidiaries and any of the Borrower's wholly-owned Subsidiaries may merge with another of the Borrower's wholly-owned Subsidiaries, provided that immediately after giving effect to any such proposed transaction no Default would exist and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation or
(b) The Borrower shall notsell, nor shall it permit any of its Subsidiaries lease, transfer, or the Joint Venture to enter into or effect a Disposition otherwise dispose of any of its Oil and Gas Property (other than to the Borrower or to effect a Hedge Termination other thanSubsidiary), except:
(i) transactions as to which the net proceeds of sale of Hydrocarbons Oil and Gas Properties (with such net proceeds being the aggregate proceeds thereof received or to be received by the Borrower or any Subsidiary of the Borrower, without deduction for any portion thereof to be received by the Borrower or such Subsidiary at a later date, but less the reasonable expenses thereof to the Borrower or such Subsidiary, and less current and deferred taxes attributable to such sale, including income taxes, if any, after allocation of appropriate tax basis pursuant to the Code, and less the amount necessary to satisfy any indebtedness of the Borrower or any Subsidiary of the Borrower, payment of which is secured by a lien on the assets or properties which are the subject of such transaction) resulting from such transactions do not exceed $500,000 singly or in the aggregate during any fiscal year;
(ii) sales or transfers of hydrocarbons in the ordinary course of business;
(iiiii) the Disposition of equipment that is (A) obsoletefarmouts or other similar transactions, worn outincluding any assignments made pursuant thereto, depleted or uneconomic and disposed of entered into in the ordinary course of business, (B) no longer necessary for which lead to or encourage the business exploration or development of the Oil and Gas Properties, provided, that such Persontransactions do not, individually or (C) contemporaneously replaced by equipment of at least comparable usein the aggregate, reduce the Borrower's working interests in its proved reserves as indicated in the most recent reserve report in any significant respect;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions sales or transfers of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received made in respect of such Disposition shall be equal to or greater arm's length transactions at not less than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agentprice, the Borrower shall deliver a certificate entire net proceeds of a Responsible Officer which are used to make prepayments on the Advances in accordance with the provisions of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition)this Agreement;
(v) Hedge Terminationssales of or dispositions of unproductive, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” surplus, obsolete or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);worn equipment or inventory; and
(vi) Dispositions abandonment of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Oil and Gas Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction capable of Propertiesproducing hydrocarbons in paying quantities.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall will not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with ------------------------------------ and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall will not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to to,
(a) enter into any Acquisition for consideration that exceeds $10,000,000, or effect a Disposition of any sell all or substantially all of its Property assets or to effect a Hedge Termination stock, other than:
(i) the sale of Hydrocarbons in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties Borrower or any interest therein or of its Subsidiaries owning Oil and Gas Properties provided that may enter into any such Acquisition if upon the consummation of any such Acquisition, (A) the consideration received in respect of Borrower or such Disposition shall be equal Subsidiary is the surviving corporation to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower Acquisition (or the general partner other Person will thereby become a Subsidiary); (B) Sections 5.10 and 6.4 are complied with to the extent applicable; (C) the Borrower or such Subsidiary has the power and authority under the pertinent agreement and under applicable Legal Requirements to subject the assets of such acquired Person to the Borrowerprovisions of this Agreement and such assets are so subjected to the provisions of this Agreement; (D) and, if requested by the Administrative Agent, such acquired Person engages in Permitted Businesses; (E) such Acquisition is non-hostile in nature; (F) the Borrower shall deliver have delivered to the Administrative Agent within ten (10) Business Days prior to the consummation of any Acquisition a certificate of report signed by a Responsible Officer of the Borrower certifying that shall contain calculations demonstrating on a pro forma basis the Borrower's compliance with Sections 6.13 and 6.14; and (G) no Default or Event of Event shall have occurred and be continuing or would otherwise be existing as a result of such merger, consolidation, or Acquisition; provided however (x) no domestic Material Subsidiary may enter into an -------- Acquisition with any foreign Subsidiary unless the domestic Material Subsidiary shall be the surviving corporation; and (y) no direct foreign Material Subsidiary may enter into an Acquisition with any indirect foreign Subsidiary, unless the direct foreign Material Subsidiary shall be the surviving corporation; and
(ii) any majority ownership of the Borrower or any of its Subsidiaries in a foreign joint venture or foreign Subsidiary may decrease to a minority ownership as necessary to comply with any applicable Legal Requirement to doing business in such foreign jurisdiction; and
(b) sell, transfer or otherwise dispose of any of the Borrower's or such Subsidiary's Property (unless, in the case of a Subsidiary, such assets are sold, leased, transferred or otherwise conveyed to another Subsidiary which is a Guarantor) except for (i) sales, transfers and dispositions in the ordinary course of business for a fair and adequate consideration, (ii) sales, transfers or dispositions of assets which are obsolete or are no longer in use and which are not significant to the continuation of the Borrower or any of its Subsidiaries business; or (iii) dispositions not otherwise permitted hereunder which are made for fair market value; provided that effect)(A) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, (B) if the aggregate sales price from such Disposition triggers a mandatory prepayment requirement, then disposition shall be paid in cash or otherwise for non-cash consideration or on payment terms satisfactory to the applicable Borrower shall make any mandatory prepayments required by Section 2.05(b)(i)or Subsidiary, and (C) if the aggregate book value of all assets of the Borrower and its Subsidiaries, taken as a whole, shall not be reduced at any such Disposition time to an amount which is less than 80% of the aggregate book value of all assets of the Borrower and its Subsidiaries, taken as a Subsidiary owning Oil and Gas Propertieswhole, such Disposition shall include all on September 30, 2001, as reflected on the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge TerminationsBorrower's Consolidated balance sheet dated September 30, 2001, provided however that (Ax) no Material -------- ------- Subsidiary may sell, transfer or otherwise dispose of any assets to a non-Material Subsidiary. Except as otherwise permitted in this Section 6.5, the Borrower shall give Administrative Agent 5 days’ prior written notice not issue, sell or dispose of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of PropertiesMaterial Subsidiaries.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property Properties or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;,
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;,
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body Board of Directors of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers causes a mandatory prepayment requirementBorrowing Base Reduction Event, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i2.05(b)(ii), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ 15 Business Days, prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers causes a mandatory prepayment requirementBorrowing Base Reduction Event, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i2.05(b)(ii);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five 10 days’ ' prior written notice of such Disposition;; and
(vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 1,000,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its SubsidiariesSubsidiary to, to merge merge, dissolve, liquidate or consolidate with or into any other Person or to transfer all or substantially all of its Property to any other than Person, except that (i) a Subsidiary of the merger of a Loan Party Borrower may merge with and or into the BorrowerBorrower or a wholly-owned Subsidiary of the Borrower (provided that if either of such Subsidiaries is a Guarantor, the surviving entity shall be a Guarantor), and (ii) a Subsidiary of the Borrower may transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another wholly-owned Subsidiary of the Borrower (provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor), provided in each case that (A) no Event of Default exists or no Default would be caused thereby, and (B) if any Collateral is transferred pursuant to this Section 6.3, the Borrower shall be provide the continuing Collateral Agent with ten Business Days' written notice prior to such transfer, and the Borrower or surviving Personsuch Guarantor, or another Loan Party. The Borrower as the case may be, owning the Collateral after such transfer shall not permit ratify and confirm the Joint Venture to merge or consolidate with or into any other PersonLien on such Collateral and shall take all action reasonably requested by the Collateral Agent in respect of the continued priority and perfection of the Lien over such Collateral.
(b) The Borrower Parent Company shall not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Subsidiary into the Parent Company in which the Parent Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Parent Company and its Subsidiaries, taken as a whole, to any Person unless (i) either (A) the Parent Company shall be the continuing Person or (B) the Person (if other than the Parent Company) formed by such consolidation or into which the Parent Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Parent Company and the Subsidiaries, taken as a whole, shall (1) be a Permitted Holding Company and (2) comply with the provisions of Section 5.13, (ii) no Event of Default exists or no Default would be caused thereby, and (iii) after giving effect to such transaction on a pro forma basis, the Parent Company would have been in compliance with the financial covenants set forth in Sections 6.16 through 6.19 as of the end of the most recent fiscal quarter.
(c) The Parent Company shall not, nor shall it permit any of its Subsidiaries to, sell, transfer, assign or the Joint Venture to enter into or effect a Disposition of any otherwise dispose of its Property or to effect a Hedge Termination any other thanPerson, except:
(i) the sale Sales of Hydrocarbons inventory in the ordinary course of business;
(ii) the Disposition Dispositions of equipment that is (A) obsoleteobsolete or worn out property, worn outwhether now owned or hereafter acquired, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts Dispositions of undeveloped acreage and assignments equipment to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property, (B) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property or (C) with respect to equipment relating to Mortgaged Term Loan Facility Rigs, such dispositions are in connection compliance with such Farmouts,Section 5.12(c);
(iv) Dispositions to the extent not otherwise permitted by this Section 6.3, so long as no Event of Oil Default exists and Gas Properties after giving effect to such transaction on a pro forma basis, no Default would be caused thereby, sales, transfers, assignments or other dispositions of Property to a Person other than the Parent Company or any interest therein of its Subsidiaries (an "Asset Sale") that, together with all other Asset Sales (other than sales, transfers, assignments or Subsidiaries owning Oil other dispositions permitted by subsections (i), (ii) and Gas Properties provided that (Aiii) above) as permitted by this Section during the consideration received twelve-month period ending with the month in respect of which any such Disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyAsset Sale occurs, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower does not exceed $100,000,000 (or the general partner equivalent in any other currency) for the Parent Company and its Subsidiaries of which no more than $10,000,000 (or the Borrowerequivalent in any other currency) and, if requested by the Administrative Agent, may be attributable to the Borrower and its Subsidiaries; provided, however, that the requirements set forth in this Section 6.3(c)(iv) shall deliver not apply if the Net Cash Proceeds from each Asset Sale are used to acquire one or more replacement assets or to repurchase or repay existing Debt (with a certificate permanent reduction of a Responsible Officer availability in the case of revolving credit borrowings) within 180 days after the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests consummation of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition)Asset Sale;
(v) Hedge Terminationssales, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice transfers, assignments or other dispositions of any such Hedge Termination (Property, other than a “Termination Event” Mortgaged Revolving Credit Facility Rigs or “Event Mortgaged Term Loan Facility Rigs, to the Parent Company or any of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i)its Subsidiaries;
(vi) Dispositions of capital stock sales, transfers, assignments or other dispositions of any Subsidiary Mortgaged Term Loan Facility Rig or Mortgaged Revolving Credit Facility Rig to the Borrower or another any other Guarantor; provided, that (A) with respect to sales, transfers, assignments or other dispositions of any Mortgaged Term Loan PartyFacility Rig, provided that the Borrower has delivered or such Guarantor shall ratify, grant and confirm the Liens on such Mortgaged Term Loan Facility Rig (and other related Collateral) pursuant to such Security Documents and deliver such legal opinions in relation thereto as may be reasonably requested by the Administrative Collateral Agent at least five days’ prior written notice and (B) such sale, transfer, assignment or other disposition of such Disposition;any Mortgaged Revolving Credit Facility Rig is made in accordance with the Revolving Agreement; and
(vii) sales, transfers, assignments or other dispositions of any Disposition Mortgaged Revolving Credit Facility Rig or Mortgaged Term Loan Facility Rig to the Parent Company or any of Properties not otherwise permitted its wholly-owned Subsidiaries; provided, that (A) with respect to sales, transfers, assignments or other dispositions of any Mortgaged Term Loan Facility Rig, (1) such Subsidiary shall (x) comply with the terms of Section 5.13, (y) execute and deliver a Security Agreement and (z) ratify, grant and confirm the Liens on such Mortgaged Term Loan Facility Rig (and other related Collateral) pursuant to such Security Documents and deliver such legal opinions in relation thereto as may be reasonably requested by Section 6.04(bthe Collateral Agent and (2) at all times, at least 50% of the Market Value of the Mortgaged Term Loan Facility Rigs must be owned by either the Borrower or a Guarantor that is a wholly-owned Subsidiary of the Borrower and having a fair market value not to exceed $12,500,000 during (B) such sale, transfer, assignment or other disposition of any 12-month periodMortgaged Revolving Credit Facility Rig is made in accordance with the Revolving Credit Agreement; and
(viii) Dispositions caused by lossany Collateral Disposition; provided that (A) both before and immediately after giving effect to such proposed Collateral Disposition, theft, substantial damage or destruction the Borrower is in compliance with the Security Maintenance Ratio and (B) the Borrower complies with the prepayment provisions of PropertiesSection 2.6(c)(ii).
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to Guarantors to:
(a) merge or consolidate with or into any other Person.; provided that Borrower or any Guarantor may merge or may be consolidated into Borrower or any Guarantor if Borrower or such Guarantor is the surviving entity and Borrower may merge or consolidated with any other Person so long as Borrower or such Guarantor is the surviving Person, and, in the case of a Guarantor, a wholly owned Subsidiary of Borrower; or
(b) The Borrower shall not, nor shall it permit make any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or to effect a Hedge Termination mineral fee interest) other than:
(i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable value and use;
(iii) Farmouts the Disposition of undeveloped acreage Property between or among a Guarantor and assignments in connection with such Farmouts,Borrower or between or among Guarantors;
(iv) Dispositions the Disposition of Property which is not Oil and Gas Properties attributable to Proved Reserves and which is not Collateral or which is not otherwise required pursuant to the terms of this Agreement to be Collateral; provided, however, Borrower and the Guarantors may dispose of Property described in this Section 6.4(b)(iv) to non-Affiliates in an arm’s length transaction so long as the maximum aggregate fair market value of all such Property disposed of does not exceed $500,000 in any given calendar year.
(v) the Disposition of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties which are attributable to Proved Reserves; provided that that, (A) 100% of the consideration received in respect of such Disposition shall be cash or cash equivalents, (B) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the such Oil and Gas PropertyProperties, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the board of directors or the equivalent governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is the aggregate fair market value of a Subsidiary owning Oil and Gas Properties, Properties attributable to Proved Reserves and subject to such Disposition consummated in the applicable 6-Month Period plus the Net Hedge Value of XX Xxxxxx which have been novated, assigned, unwound, terminated, or amended during such 6-Month Period, shall include all not exceed 5% of the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i)effective Borrowing Base;
(vi) Dispositions farmouts of capital stock undeveloped acreage and assignments in connection with such farmouts, each with the prior Approval of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such DispositionAgent;
(vii) any the Disposition of Properties the Equity Interests of Subsidiaries that are not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month periodGuarantors with the prior Approval of Administrative Agent; and
(viii) Dispositions caused by loss, theft, substantial damage the settlement of joint interest billing accounts in the ordinary course of business or destruction discounts granted to settle collection of Propertiesaccounts receivable or the sale of defaulted accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than (i) the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party or (ii) in connection with a Permitted Acquisition so long as the survivor of any such merger or consolidation is a Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property Properties or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;,
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;,
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body Board of Directors of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers causes a mandatory prepayment requirementBorrowing Base Reduction Event, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i2.05(b)(ii), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ 15 Business Days, prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers causes a mandatory prepayment requirementBorrowing Base Reduction Event, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i2.05(b)(ii);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five 10 days’ prior written notice of such Disposition;; and
(vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 1,000,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall notNo Loan Party shall, nor shall it any Loan Party permit any of its Subsidiaries, to merge or consolidate with or into Subsidiaries to:
(a) dissolve; provided that (i) any other Person Loan Party (other than Holdings and the merger Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower and (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Loan Party with and into the Borrower, provided that Guarantor (other than Holdings) or the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall Subsidiary that is not permit the Joint Venture to a Guarantor;
(b) merge or consolidate with or into any other Person.; provided that (i) the Borrower may merge or may be consolidated into any Guarantor (other than Holdings) if the Borrower is the surviving entity, (ii) any Loan Party (other than Holdings and the Borrower) may merge or may be consolidated into any other Guarantor (other than Holdings), and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor (other than Holdings) or the Borrower or another Subsidiary that is not a Guarantor; or
(bc) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) or novate, assign, unwind, terminate, permit to effect a Hedge Termination expire, or otherwise amend any XX Xxxxxx, other than:
(i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, obsolete or worn out, depleted or uneconomic out and disposed Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable value and use, provided that, so long as a Borrowing Base Deficiency (without giving effect to the proviso in the definition thereof) exists, the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, Cash Collateralize the Letter of Credit Exposure, in an amount equal to the Net Cash Proceeds received by any Loan Party from the Disposition of equipment pursuant to this Section 6.04(c)(ii);
(iii) Farmouts the Disposition of undeveloped acreage and assignments in connection with such Farmouts,Property between or among Loan Parties;
(iv) Dispositions the Disposition of Oil and Gas Properties which are not attributable to Proven Reserves so long as (A) such Oil and Gas Property is not Collateral and is not otherwise required pursuant to the terms of this Agreement to be Collateral or any interest therein or Subsidiaries owning (B) such Disposition is a Permitted Asset Swap; provided that, the Oil and Gas Properties provided permitted to be Disposed of under this clause (B) shall not exceed 500 acres in the aggregate between scheduled Borrowing Base redeterminations;
(v) Casualty Events;
(vi) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any Loan Party;
(vii) the abandonment of intellectual property that is no longer material to the operation of the business of any Loan Party;
(viii) so long as no Event of Default has occurred and is continuing or would be caused thereby, the Disposition of Oil and Gas Properties which are attributable to Proven Reserves (and the Disposition of Equity Interests in any Subsidiary that owns such Oil and Gas Properties) and the occurrence of any Hedge Event so long as:
(A) as to any such Disposition, (1) the cash or cash equivalents received as consideration therefor must be equal to the lesser of (x) the BB Value of the Oil and Gas Properties included in such Disposition and (y) 100% of the consideration received in respect thereof, (2) the consideration received in respect of such Disposition shall be is equal to or greater than the fair market value of the such Oil and Gas PropertyProperties, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the chief financial officer or equivalent officer of the Borrower for Dispositions for consideration of less than $15,000,000 and as reasonably determined by the board of directors or the equivalent governing body of the Borrower (or the general partner of the Borrower) for all other Dispositions and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C3) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include includes all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month periodSubsidiary; and
(viiiB) as to any such Disposition or Hedge Event which would have the effect of making the sum of (1) the BB Value of all Dispositions caused by lossof Oil and Gas Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Disposition) plus (2) the BB Value of XX Xxxxxx which have been novated, theftassigned, substantial damage unwound, terminated, expired or destruction amended since the date of Propertiesthe most recent scheduled Borrowing Base redetermination (including such Hedge Event) plus (3) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.11 within the 60-day period permitted under Section 5.11 and occurring since the date of the most recent scheduled Borrowing Base redetermination, exceed 5% of the Borrowing Base then in effect, the Borrowing Base is automatically reduced as provided in Section 2.02(d).
Appears in 1 contract
Merger or Consolidation; Asset Sales. None of the Borrowers nor any of the Material Subsidiaries will (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person or (b) sell, lease, transfer, or otherwise dispose of any of its Property (other than the merger sale of a Loan Party inventory in the ordinary course of business) except that so long as after giving effect thereto no Default or Event of Default shall exist:
(i) Any corporation may merge or consolidate with and into any of the Borrower, Borrowers or the Material Subsidiaries provided that the such Borrower or Material Subsidiary shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to corporation;
(ii) Any Material Subsidiary (other than a Borrower) may merge or consolidate with or into any other Person.Subsidiary of the Company;
(biii) The Any Borrower shall notor Material Subsidiary may sell, nor shall it permit any of its Subsidiaries lease, transfer or the Joint Venture to enter into or effect a Disposition otherwise dispose of any of its Property or assets to effect a Hedge Termination other than:(A)
(iI) any other Borrower or (II) any other Person who guarantees the obligations hereunder of the Borrower or Material Subsidiary making such sale, lease, transfer or disposition or (B) with the consent of the Agent (not to be unreasonably withheld), any other Person if such sale of Hydrocarbons or disposition is in the ordinary course of business;
such Borrower's or Material Subsidiary's business and the net proceeds received from such sale or other disposition equal or exceed (ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course reasonable opinion of business, (Bthe Board of Directors of the Company) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of Property transferred to such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month periodPerson; and
(viiiiv) Dispositions caused Any Borrower or Material Subsidiary may sell, lease, transfer or otherwise dispose of any assets which constitute fixed assets if the net book value of the asset being sold does not exceed $10,000,000 (or the Dollar Equivalent thereof); provided that, all such asset sales permitted by loss, theft, substantial damage this clause (iii) shall not exceed $45,000,000 (or destruction of Propertiesthe Dollar Equivalent thereof) in the aggregate.
Appears in 1 contract
Samples: Credit Agreement (Schweitzer Mauduit International Inc)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than (i) the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party or (ii) in connection with a Permitted Acquisition so long as the survivor of any such merger or consolidation is a Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property Properties or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;,
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;,
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties (and related equipment that is located on and necessary for the production of Hydrocarbons from such Oil and Gas Properties); provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body Board of Directors of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, ; provided that (A) the Borrower shall give Administrative Agent 5 days’ 15 Business Days, prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, ; provided that the Borrower has delivered to the Administrative Agent at least five 10 days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b9.04(b) and having a fair market value not to exceed $12,500,000 2,000,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Abraxas Petroleum Corp)
Merger or Consolidation; Asset Sales. (a) The Holdings and the Borrower shall not, nor and shall it not permit any of its Subsidiaries, to merge or consolidate with or into their Restricted Subsidiaries to:
(a) dissolve; provided that (i) any other Person Loan Party (other than Holdings and the merger Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower and (ii) any Restricted Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Loan Party with and into the Borrower, provided that Guarantor (other than Holdings) or the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall Restricted Subsidiary that is not permit the Joint Venture to a Guarantor;
(b) merge or consolidate with or into any other Person.; provided that (i) the Borrower may merge or may be consolidated into any Guarantor (other than Holdings) if the Borrower is the surviving entity, (ii) any Loan Party (other than Holdings and the Borrower) may merge or may be consolidated into any other Guarantor (other than Holdings), (iii) any Restricted Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor (other than Holdings) or the Borrower or another Restricted Subsidiary that is not a Guarantor and (iv) any Restricted Subsidiary may merge or may be consolidated with any other Person as part of a Disposition permitted by Section 6.04(c); or
(bc) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or to effect a Hedge Termination mineral fee interest), other than:
(i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, obsolete or worn out, depleted or uneconomic out and disposed Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable value and use;
(iii) Farmouts the Disposition of undeveloped acreage and assignments in connection with such Farmouts,Property between or among Loan Parties or between or among Restricted Subsidiaries that are not Loan Parties;
(iv) Dispositions the Disposition of Oil and Gas Properties for which there are no attributable Proven Reserves so long as (A) such Oil and Gas Property is not Collateral and is not otherwise required pursuant to the terms of this Agreement to be Collateral or any interest therein or Subsidiaries owning (B) such Disposition is a Permitted Asset Swap; provided that, the Oil and Gas Properties provided permitted to be Disposed of under this clause (B) shall not exceed 500 acres in the aggregate between scheduled Borrowing Base redeterminations;
(v) Casualty Events, Dispositions constituting Restricted Payments permitted under Section 6.05 and Dispositions constituting Investments permitted under Section 6.06;
(vi) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any Loan Party;
(vii) the abandonment of intellectual property that is no longer material to the operation of the business of any Loan Party;
(viii) so long as no Event of Default has occurred and is continuing or would be caused thereby, the Disposition of Oil and Gas Properties (and the Disposition of Equity Interests in any Restricted Subsidiary that owns such Oil and Gas Properties) and the occurrence of any Hedge Event so long as:
(A) as to any such Disposition, (1) the cash or cash equivalents received as consideration therefor must be equal to 75% of the consideration received in respect thereof, (2) the consideration received in respect of such Disposition shall be is equal to or greater than the fair market value of the such Oil and Gas PropertyProperties, or any interest therein or Restricted Subsidiary subject of such Disposition (as reasonably determined by the governing body chief financial officer or equivalent officer of the Borrower (or for Dispositions for consideration of less than $20,000,000 and as reasonably determined by the general partner Board of Directors of the Borrower) Borrower for all other Dispositions and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C3) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include includes all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition)Restricted Subsidiary;
(vB) Hedge Terminationsto the extent applicable, provided that the Borrower shall have made (Aor caused to be made) all mandatory prepayments required under the First Lien Credit Agreement in connection therewith; and
(C) the Borrower shall give Administrative Agent 5 days’ prior written notice have complied with the requirements of any such Hedge Termination (other than a “Termination Event” or “Event Section 2.04 of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Propertiesthis Agreement.
Appears in 1 contract
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property Properties or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;,
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;,
(iii) Farmouts or term conveyances of undeveloped acreage or undeveloped geological formations and assignments in connection with such FarmoutsFarmouts or term conveyances,
(iv) so long as no Event of Default has occurred and is continuing, Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body Board of Directors of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers causes a mandatory prepayment requirementBorrowing Base Reduction Event, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i2.05(b)(ii), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ 15 Business Days, prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers causes a mandatory prepayment requirementBorrowing Base Reduction Event, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i2.05(b)(ii);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five 10 days’ ' prior written notice of such Disposition;; and
(vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 1,000,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 10,000,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
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Merger or Consolidation; Asset Sales. (a) The Holdings and the Borrower shall not, nor and shall it not permit any of its Subsidiaries, their respective Restricted Subsidiaries to:
(a) dissolve; provided that (i) any Subsidiary Guarantor may dissolve as long as the assets thereof are transferred to merge or consolidate with become the Property of the Borrower or into another Subsidiary Guarantor and (ii) any Restricted Subsidiary of the Borrower that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of the Borrower or any other Person other than the merger Restricted Subsidiary of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to ;
(b) merge or consolidate with or into any other Person.; provided that (i) the Borrower may merge with or may be consolidated into any Subsidiary Guarantor if the Borrower is the surviving entity, (ii) any Subsidiary Guarantor may merge with or may be consolidated into any other Subsidiary Guarantor, (iii) any Restricted Subsidiary of the Borrower that is not a Guarantor may merge with or may be consolidated into the Borrower or any other Restricted Subsidiary of the Borrower and (iv) any Restricted Subsidiary of the Borrower may merge or may be consolidated with any other Person as part of a Disposition permitted by Section 6.04(c) [Merger or Consolidation; Asset Sales]; or
(bc) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or to effect a Hedge Termination mineral fee interest), other than:
(i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, obsolete or worn out, depleted or uneconomic out and disposed Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable value and use;
(iii) Farmouts the Disposition of undeveloped acreage and assignments in connection with such Farmouts,Property between or among Loan Parties or between or among Restricted Subsidiaries that are not Loan Parties;
(iv) Dispositions the Disposition of Oil and Gas Properties or for which there are no attributable Proven Reserves so long as either (A) (1) such Oil and Gas Property is not otherwise required pursuant to the terms of this Agreement to be Collateral, (2) the Borrower complies with Section 2.04(b)(i) [Mandatory Offers to Prepay Loans] in respect of any interest therein or Subsidiaries owning Net Cash Proceeds from such Disposition and (3) the fair market value of all Oil and Gas Properties Disposed of pursuant to this Section 6.04(c)(iv)(A) since the First Amendment Effective Date, when combined with the fair market value of all assets Disposed of pursuant to Section 6.04(c)(viii) since the First Amendment Effective Date, does not exceed $100,000,000 in the aggregate or (B) such Disposition is a Permitted Asset Swap; provided that, the Oil and Gas Properties permitted to be Disposed of under this clause (B) shall not exceed 500 acres in the aggregate between scheduled Borrowing Base redeterminations;
(v) Casualty Events, Dispositions constituting Restricted Payments permitted under Section 6.05 [Restricted Payments] and Dispositions constituting Investments permitted under Section 6.06 [Investments];
(vi) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any Loan Party;
(vii) the abandonment of intellectual property that is no longer material to the operation of the business of any Loan Party;
(viii) so long as no Event of Default has occurred and is continuing or would be caused thereby, the Disposition of Oil and Gas Properties (and the Disposition of Equity Interests in any Restricted Subsidiary that owns such Oil and Gas Properties) and the occurrence of any Hedge Event, so long as:
(A) as to any such Disposition, (1) the cash or cash equivalents received as consideration therefor must be at least equal to 75% of the total consideration received in respect thereof, (2) the consideration received in respect of such Disposition shall be is equal to or greater than the fair market value of the such Oil and Gas PropertyProperties, or any interest therein or Restricted Subsidiary subject of such Disposition (as reasonably determined by the governing body chief financial officer or equivalent officer of the Borrower (or for Dispositions for consideration of less than $20,000,000 and as reasonably determined by the general partner Board of Directors of the Borrower) Borrower for all other Dispositions and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C3) if any such Disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such Disposition shall include includes all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition)Restricted Subsidiary;
(vB) Hedge Terminationsto the extent applicable, provided that the Borrower shall have made (Aor caused to be made) all mandatory prepayments required under the First Lien Credit Agreement in connection therewith;
(C) the Borrower shall give Administrative Agent 5 days’ prior written notice have complied with the requirements of any such Hedge Termination (other than a “Termination Event” or “Event Section 2.04(b) [Mandatory Offers to Prepay Loans] of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value not to exceed $12,500,000 during any 12-month periodthis Agreement; and
(viiiD) Dispositions caused by lossthe fair market value of all Oil and Gas Properties Disposed of pursuant to this Section 6.04(c)(viii) since the First Amendment Effective Date, theftwhen combined with the fair market value of all assets Disposed of pursuant to Section 6.04(c)(iv)(A) since the First Amendment Effective Date, substantial damage or destruction of Propertiesdoes not exceed $100,000,000 in the aggregate.
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Merger or Consolidation; Asset Sales. (a) The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to Subsidiaries to:
(a) merge or consolidate with or into any other Person., except (i) that the Borrower may merge with any of its Subsidiaries and any of the Borrower's Subsidiaries may merge with another of the Borrower's Subsidiaries, PROVIDED that immediately after giving effect to any such proposed transaction no Default would exist and in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) for mergers and consolidations consummated in connection with Acquisitions permitted under Section 6.07 hereof, provided that the surviving corporation is the Borrower or one of its Subsidiaries (or, contemporaneously with such consummation, will become one of its Subsidiaries), or in connection with the disposition of the Borrower's Subsidiaries that, if structured as the disposition of Property, would be permitted under paragraph (b) below; or
(b) The Borrower shall notsell, nor shall it permit any of its Subsidiaries lease, transfer, or the Joint Venture to enter into or effect a Disposition otherwise dispose of any of its Property or to effect a Hedge Termination other than:
Property, except for (i) the sale sales of Hydrocarbons funeral merchandise, cemetery property, mausoleum spaces and related merchandise and other inventory, (ii) sales in the ordinary course of business;
business of inventory and Property of the Borrower and its Subsidiaries not included in clause (iii) of this paragraph (b), (iii) sales of funeral homes, cemeteries, and other businesses acquired by the Disposition Borrower or a Subsidiary, to the extent that the same would not reasonably be expected to cause a Material Adverse Change, (iv) sales of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in assets outside the ordinary course of business, (B) no longer necessary business in an aggregate amount for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value fiscal year not to exceed $12,500,000 during any 12-month period; and
2,000,000, and (viiiv) Dispositions caused by losssales, theftleases, substantial damage transfers and dispositions between the Borrower and its Subsidiaries or destruction between or among one or more Subsidiaries of Propertiesthe Borrower.
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Merger or Consolidation; Asset Sales. (a) The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to Subsidiaries to:
(a) merge or consolidate with or into any other Person., except (i) that the Borrower may merge with any of its Subsidiaries and any of the Borrower's Subsidiaries may merge with another of the Borrower's Subsidiaries, PROVIDED that immediately after giving effect to any such proposed transaction no Default would exist and in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) for mergers and consolidations consummated in connection with Acquisitions permitted under Section 6.07 hereof, provided that the surviving corporation is the Borrower or one of its Subsidiaries (or, contemporaneously with such consummation, will become one of its Subsidiaries), or in connection with the disposition of the Borrower's Subsidiaries that, if structured as the disposition of Property, would be permitted under paragraph (b) below; or
(b) The Borrower shall notsell, nor shall it permit any of its Subsidiaries lease, transfer, or the Joint Venture to enter into or effect a Disposition otherwise dispose of any of its Property or to effect a Hedge Termination other than:
Property, except for (i) the sale sales of Hydrocarbons funeral merchandise, cemetery property, mausoleum spaces and related merchandise and other inventory, (ii) sales in the ordinary course of business;
business of inventory and Property of the Borrower and its Subsidiaries not included in clause (iii) of this paragraph (b), (iii) sales of funeral homes, to the Disposition extent that the same would not reasonably be expected to cause a Material Adverse Change, (iv) sales of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in assets outside the ordinary course of business, (B) no longer necessary business in an aggregate amount for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i);
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted by Section 6.04(b) and having a fair market value fiscal year not to exceed $12,500,000 during any 12-month period; and
1,000,000, and (viiiv) Dispositions caused by losssales, theftleases, substantial damage transfers and dispositions between the Borrower and its Subsidiaries or destruction between or among one or more Subsidiaries of Propertiesthe Borrower.
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Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its SubsidiariesSubsidiary to, to merge merge, dissolve, liquidate or consolidate with or into any other Person or to transfer all or substantially all of its Property to any other than Person, except that (i) a Subsidiary of the merger of a Loan Party Borrower may merge with and or into the BorrowerBorrower or a wholly-owned Subsidiary of the Borrower (provided that if either of such Subsidiaries is a Guarantor, the surviving entity shall be a Guarantor), and (ii) a Subsidiary of the Borrower may transfer all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another wholly-owned Subsidiary of the Borrower (provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor), provided in each case that (A) no Event of Default exists or no Default would be caused thereby, and (B) if any Collateral is transferred pursuant to this Clause 25.17, the Borrower shall be provide the continuing Collateral Agent with ten Business Days' written notice prior to such transfer, and the Borrower or surviving Personsuch Guarantor, or another Loan Party. The Borrower as the case may be, owning the Collateral after such transfer shall not permit ratify and confirm the Joint Venture to merge or consolidate with or into any other PersonLien on such Collateral and shall take all action reasonably requested by the Collateral Agent in respect of the continued priority and perfection of the Lien over such Collateral.
(b) The Borrower Parent Company shall not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Subsidiary into the Parent Company in which the Parent Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the assets of the Parent Company and its Subsidiaries, taken as a whole, to any Person unless (i) either (A) the Parent Company shall be the continuing Person or (B) the Person (if other than the Parent Company) formed by such consolidation or into which the Parent Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the assets of the Parent Company and the Subsidiaries, taken as a whole, shall (1) be a Permitted Holding Company and (2) comply with the provisions of Clause 25.12(b) (New Subsidiaries; Permitted Holding Company), (ii) no Event of Default exists or no Default would be caused thereby and (iii) after giving effect to such transaction or series of transactions on a pro forma basis, the Parent Company would have been in compliance with the financial covenants set forth in Clause 24 (Financial Covenants) as of the end of the most recent fiscal quarter.
(c) The Parent Company shall not, nor shall it permit any of its Subsidiaries to, sell, transfer, assign or the Joint Venture to enter into or effect a Disposition of any otherwise dispose of its Property or to effect a Hedge Termination any other thanPerson, except:
(i) the sale Sales of Hydrocarbons inventory in the ordinary course of business;
(ii) the Disposition Dispositions of equipment that is (A) obsoleteobsolete or worn out property, worn outwhether now owned or hereafter acquired, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts Dispositions of undeveloped acreage and assignments equipment to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property, (B) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property or (C) with respect to equipment relating to Mortgaged Revolving Credit Facility Rigs, such dispositions are in connection compliance with such Farmouts,Clause 25.11(c) (Operation of Mortgaged Revolving Credit Facility Rigs);
(iv) Dispositions to the extent not otherwise permitted by this Clause 25.17 (Merger or Consolidation; Asset Sales), so long as no Event of Oil Default exists and Gas Properties after giving effect to such transaction on a pro forma basis, no Default would be caused thereby, sales, transfers, assignments or other dispositions of Property to a Person other than the Parent Company or any interest therein of its Subsidiaries (an "ASSET SALE") that, together with all other Asset Sales (other than sales, transfers, assignments or Subsidiaries owning Oil other dispositions permitted by subsections (i), (ii) and Gas Properties provided that (Aiii) above) as permitted by this Section during the consideration received twelve-month period ending with the month in respect of which any such Disposition shall be equal to or greater than the fair market value of the Oil and Gas PropertyAsset Sale occurs, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower does not exceed U.S.$100,000,000 (or the general partner equivalent in any other currency) for the Parent Company and its Subsidiaries of which no more than U.S.$10,000,000 (or the Borrowerequivalent in any other currency) and, if requested by the Administrative Agent, may be attributable to the Borrower and its Subsidiaries; provided, however, that the requirements set forth in this Clause 25.17(c)(iv) shall deliver not apply if the Net Cash Proceeds from each Asset Sale are used to acquire one or more replacement assets or to repurchase or repay existing Debt (with a certificate permanent reduction of a Responsible Officer availability in the case of revolving credit borrowings) within 180 days after the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests consummation of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition)Asset Sale;
(v) Hedge Terminationssales, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice transfers, assignments or other dispositions of any such Hedge Termination (Property, other than a “Termination Event” Mortgaged Revolving Credit Facility Rigs or “Event Mortgaged Term Loan Facility Rigs, to the Parent Company or any of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i)its Subsidiaries;
(vi) Dispositions of capital stock sales, transfers, assignments or other dispositions of any Subsidiary Mortgaged Revolving Credit Facility Rig or Mortgaged Term Loan Facility Rig to the Borrower or another Loan Partyany other Guarantor; provided, provided that (A) with respect to sales, transfers, assignments or other dispositions of any Mortgaged Revolving Credit Facility Rig, the Borrower has delivered or such Guarantor shall ratify, grant and confirm the Liens on such Mortgaged Revolving Credit Facility Rig (and other related Collateral) pursuant to such Security Documents and deliver such legal opinions in relation thereto as may be reasonably requested by the Administrative Collateral Agent at least five days’ prior written notice and (B) such sale, transfer, assignment or other disposition of such Dispositionany Mortgaged Term Loan Facility Rig is made in accordance with the Term Loan Agreement;
(vii) sales, transfers, assignments or other dispositions of any Disposition Mortgaged Revolving Credit Facility Rig or Mortgaged Term Loan Facility Rig to the Parent Company or any of Properties not otherwise permitted its wholly-owned Subsidiaries; provided, that (A) with respect to sales, transfers, assignments or other dispositions of any Mortgaged Revolving Credit Facility Rig, (1) such Subsidiary shall (x) comply with the terms of Clause 25.12 (New Subsidiaries; Permitted Holding Company), (y) execute and deliver a Security Agreement, and (z) ratify, grant and confirm the Liens on such Mortgaged Revolving Credit Facility Rig (and other related Collateral) pursuant to such Security Documents and deliver such legal opinions in relation thereto as may be reasonably requested by Section 6.04(bthe Collateral Agent, and (2) at all times, at least 50% of the Market Value of the Mortgaged Revolving Credit Facility Rigs must be owned by either the Borrower or a Guarantor that is a wholly-owned Subsidiary of the Borrower and having a fair market value not to exceed $12,500,000 during (B) such sale, transfer, assignment or other disposition of any 12-month periodMortgaged Term Loan Facility Rig is made in accordance with the Term Loan Agreement; and
(viii) Dispositions caused by lossany Collateral Disposition; provided that (A) both before and immediately after giving effect to such proposed Collateral Disposition, theft, substantial damage or destruction the Borrower is in compliance with Clause 25.13 (Security Maintenance Ratio) and (B) the Borrower complies with the prepayment provisions of PropertiesClause 11.4(b) (Mandatory Prepayment of Revolving Credit Facility Utilisations).
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Samples: Revolving Credit Agreement (Pride International Inc)
Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property Properties or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;,
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, Person or (C) contemporaneously replaced by equipment of at least comparable use;,
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body Board of Directors of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if the PV-10 of the Oil and Gas Properties that are the subject of such Disposition triggers a mandatory prepayment requirementor that are owned by the Subsidiary that is the subject of such Disposition, then individually or when aggregated with those that are the Borrower subjects of all such other Dispositions effected during any period between two successive scheduled redeterminations of the Borrowing Base, shall make any mandatory prepayments required by Section 2.05(b)(i)not be in excess of 5% of the Borrowing Base in effect at the time such Disposition is effected, and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ 15 Business Days, prior written notice of any such Hedge Termination Termination, (other than B) the Administrative Agent and the Revolving Lenders shall have the right to redetermine the Borrowing Base if such a “Termination Event” or “Event of Default” under a Hedge Contract as right is provided with respect to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge TerminationTermination under Section 2.02(c), and (BC) if after giving effect to such Hedge Termination triggers a mandatory prepayment requirementTermination, then the Borrower shall make any mandatory prepayments required by be in compliance with Section 2.05(b)(i);5.13; and
(vi) Dispositions of capital stock of any Subsidiary to Borrower or another Loan Party, provided that the Borrower has delivered to the Administrative Agent at least five days’ prior written notice of such Disposition;
(vii) any Disposition of Properties not otherwise permitted regulated by Section 6.04(b) and having a fair market value not to exceed $12,500,000 1,000,000 during any 12-month period; and
(viii) Dispositions caused by loss, theft, substantial damage or destruction of Properties.
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