Common use of Merger or Consolidation; Asset Sales Clause in Contracts

Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall it permit any of its Subsidiaries to: (a) merge or consolidate with or into any other Person; provided that (i) the Borrower or any Subsidiary may merge or may be consolidated into the Borrower or any Guarantor if the Borrower or such Guarantor is the surviving entity; and (ii) the Borrower may merge or consolidate into a third party only with the consent of all Lenders; or (b) sell, lease, transfer, assign, farm-out, convey, or otherwise 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) other than: (i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business, (ii) the sale or transfer 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) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property between or among a Guarantor and the Borrower or between or among Guarantors; (iv) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property which is not Oil and Gas Properties attributable to Proven Reserves and which is not Collateral or which is not otherwise required pursuant to the terms of this Agreement to be Collateral; provided that, this clause (iv) shall not restrict (A) farm-outs, and assignments in connection with such farm-outs, of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves and (B) sales, leases, transfers, assignments, conveyances, or other dispositions (other than farm-outs) of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves so long as the aggregate fair market value of the Oil and Gas Properties subject to such disposition permitted under this clause (B) shall not exceed $2,000,000 in any fiscal year or $5,000,000 in the aggregate; and (v) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties which are attributable to Proven Reserves; provided that, (A) at least 75% 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 Property, interest therein or Subsidiary subject of such disposition (as reasonably determined by the board of directors or the equivalent governing body 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), (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; and (D) the sum of (i) the aggregate fair market value of Oil and Gas Properties subject to such dispositions consummated in such applicable 6-Month Period plus (ii) the aggregate Borrowing Base value assigned by the Administrative Agent to XX Xxxxxx which have been novated, assigned, uwound, terminated, or amended during such 6-Month Period, shall not exceed 5% of the then effective Borrowing Base.

Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries to: (a) to merge or consolidate with or into any other Person; provided that (i) Person other than the Borrower or any Subsidiary may merge or may be consolidated merger of a Loan Party with and into the Borrower or any Guarantor if the Borrower or such Guarantor is the surviving entity; and (ii) the Borrower may merge or consolidate into a third party only with the consent of all Lenders; oranother Loan Party. (b) sellThe Borrower shall not, lease, transfer, assign, farm-out, convey, nor shall it permit any of its Subsidiaries to enter into or otherwise dispose 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 mineral fee interest) Properties other than: : (i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business, , (ii) the sale or transfer 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) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition Farmouts of Property between or among a Guarantor and the Borrower or between or among Guarantors; (iv) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property which is not Oil and Gas Properties attributable to Proven Reserves and which is not Collateral or which is not otherwise required pursuant to the terms of this Agreement to be Collateral; provided that, this clause (iv) shall not restrict (A) farm-outs, undeveloped acreage and assignments in connection with such farm-outsFarmouts, of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves and (Biv) sales, leases, transfers, assignments, conveyances, or other dispositions (other than farm-outs) of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves so long as the aggregate fair market value of the Oil and Gas Properties subject to such disposition permitted under this clause (B) shall not exceed $2,000,000 in any fiscal year or $5,000,000 in the aggregate; and (v) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition Dispositions of Oil and Gas Properties which are attributable to Proven Reserves; or any interest therein or Subsidiaries owning Oil and Gas Properties provided that, that (A) at least 75100% of the consideration received in respect of such disposition Disposition shall be cash or cash equivalentscash, (B) the consideration received in respect of such disposition Disposition shall be equal to or greater than the fair market value of the such Oil and Gas Property, interest therein or Subsidiary subject of such disposition Disposition (as reasonably determined by the board of directors managers or the equivalent governing body 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), (C) if such Disposition 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 fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of 5% of the Borrowing Base in effect at the time such Disposition is effected, the Borrowing Base shall be reduced, effective immediately upon such Disposition, by 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 (D) if any such disposition Disposition is of a Subsidiary owning Oil and Gas Properties, such disposition Disposition shall include all the Equity Interests of such Subsidiary; and (Dv) the sum any Disposition of (iProperties not otherwise regulated by Section 6.04(b) the aggregate and having a fair market value of Oil and Gas Properties subject not to such dispositions consummated in such applicable 6exceed $250,000 during any 12-Month Period plus (ii) the aggregate Borrowing Base value assigned by the Administrative Agent to XX Xxxxxx which have been novated, assigned, uwound, terminated, or amended during such 6-Month Period, shall not exceed 5% of the then effective Borrowing Basemonth period.

Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall it permit any of its Subsidiaries to: to (a) merge or consolidate with or into any other Person; provided that Person other than (i) the merger of a Guarantor with and into the Borrower or another Guarantor, (ii) the merger of an Entrada Entity with and into another Entrada Entity, or (iii) the merger of any Subsidiary may merge or may be consolidated other Person (other than any Entrada Entity, unless CIECO Debt Termination has occurred) with and into the Borrower or any Guarantor if so long as the Borrower or such Guarantor is the surviving entity; entity and (ii) the investment to be made by the Borrower may merge or consolidate into a third party only with any Guarantor related to such merger would be permitted under the consent of all Lendersterms hereof; or or (b) sell, lease, transfer, assign, farm-out, convey, or otherwise dispose of any of its Property (including, without limitation, including any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) other than: : (i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business, (iibusiness,(ii) the sale or transfer 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) the any sale, lease, transfer, assignment, farm-out, conveyance, conveyance or other disposition of Property between or among a Guarantor any interest in Oil and Gas Properties to which no Proven Reserves have been attributed in the Borrower or between or among Guarantors; (iv) the most recent Engineering Report delivered pursuant to this Agreement; provided that such sale, lease, transfer, assignment, farm-out, conveyanceconveyance or disposition is made on an arms’-length basis and for fair market value, or other disposition of Property which is not Oil and Gas Properties attributable to Proven Reserves and which is not Collateral or which is not otherwise required pursuant to the terms of this Agreement to be Collateral; provided that, this clause (iv) shall not restrict (A) farm-outs, and assignments in connection with such farm-outs, of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves and (B) other sales, leases, transfers, assignments, conveyances, or other dispositions (other than farm-outs) , conveyances or dispositions of undeveloped Oil Property made in arm’s-length transactions and Gas Properties which do not constitute or contribute to Proven Reserves so long as for fair market value; provided that the aggregate fair market value amount of the Oil and Gas Properties subject to proceeds of such disposition permitted transaction described in this clause (iv), taken together with all other such transactions under this clause (Biv) shall during any fiscal year, may not exceed $2,000,000 in any fiscal year or $5,000,000 in the aggregate; and (v) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties which are attributable to Proven Reserves; provided that, (A) at least 7515% 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 Property, interest therein or Subsidiary subject of such disposition (as reasonably determined by the board of directors or the equivalent governing body 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), (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; and (D) the sum of (i) the aggregate fair market value of Oil and Gas Properties subject to such dispositions consummated in such applicable 6-Month Period plus (ii) the aggregate Borrowing Base value assigned by in effect at the Administrative Agent to XX Xxxxxx which have been novated, assigned, uwound, terminated, or amended during time such 6-Month Period, shall not exceed 5% of the then effective Borrowing Basetransaction is effected.

Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall it permit any of its Subsidiaries to: to (a) merge or consolidate with or into any other PersonPerson without the prior consent of all of the Lenders; provided that (i) the Borrower or any Subsidiary may merge or may be consolidated into the Borrower or any Guarantor if other Subsidiary (except that, with respect to any such merger or consolidation involving the Borrower, the Borrower or such Guarantor is must be the surviving entity); and (ii) the Borrower may merge or consolidate into a third party only with the consent of all Lenders; or (b) sell, lease, transfer, assign, farm-out, convey, or otherwise dispose of any of its Property (including, without limitation, including any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) other than: : (i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business, ; (ii) the sale or transfer 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 Person, (C) contemporaneously salvaged in connection with any plugging or abandonment of any well, or (D) promptly thereafter replaced by equipment of at least comparable value use and use, value; (iii) sales of seismic data in the saleordinary course of business in an amount not to exceed $1,000,000 from the Effective Date until the Maturity Date, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property between or among a Guarantor and the Borrower or between or among Guarantors; (iv) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property which is not any Oil and Gas Properties attributable to that constitute Proven Reserves and which is not Collateral or which is not otherwise required pursuant to so long as the terms aggregate amount of this Agreement to be Collateral; provided that, this clause (iv) shall not restrict (A) farm-outs, and assignments in connection with all such farm-outs, of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves and (B) sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions does not exceed $20,000,000 in any fiscal year (other than farm-outs) and, with respect to any such transaction involving a disposition of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves so long as the aggregate assets having a fair market value of the Oil and Gas Properties subject to such disposition permitted under this clause (B) shall not exceed $2,000,000 in any fiscal year or $5,000,000 in more, the aggregate; and Borrower shall give prior written notice to the Administrative Agent), (v) with prior written notice to the Administrative Agent, the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of any Oil and Gas Properties which are attributable to that consist of prospects and do not include any Proven Reserves, and (vi) the sale or transfer of Property from the Borrower to a Subsidiary, from a Subsidiary to the Borrower, from a Subsidiary to a Subsidiary; provided that, (A) at least 75% of the consideration received Administrative Agent and the Lenders shall continue to have an Acceptable Security Interest in respect the Property so sold or transferred, and the new owner of such disposition Property shall be cash execute and deliver all such agreements, instruments and documents requested by the Administrative Agent which are necessary or cash equivalentsdesirable in order for the new owner to grant or continue such Acceptable Security Interest, and (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 Property, interest therein or Subsidiary subject of such disposition (as reasonably determined by the board of directors or the equivalent governing body of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying give to that effect), (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; and (D) the sum of (i) the aggregate fair market value of Oil and Gas Properties subject to such dispositions consummated in such applicable 6-Month Period plus (ii) the aggregate Borrowing Base value assigned by the Administrative Agent to XX Xxxxxx which have been novated, assigned, uwound, terminated, at least 10 days’ prior written notice of such sale or amended during such 6-Month Period, shall not exceed 5% transfer of the then effective Borrowing BaseProperty.