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

Merger or Consolidation; Asset Sales. No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to: (a) merge or consolidate with or into any other Person other than the Subsidiary Merger as contemplated by Section 3.01(n) or any merger or consolidation involving (i) only the Parent and any of its direct or indirect wholly-owned Subsidiaries so long as the Parent is the surviving entity, or (ii) only direct or indirect wholly-owned Subsidiaries of the Parent; provided that, in any event, (A) the Administrative Agent shall have received reasonable prior written notice of such merger or consolidation, and (B) the surviving or resulting entity shall execute and deliver, or cause to be delivered, to the Administrative Agent such Loan Documents and other documents, certificates, instruments and opinions as may be reasonably requested by the Administrative Agent; 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 in the ordinary course of business; (ii) the sale, in any one transaction or related series of transactions, of a Property which generates proceeds (whether in cash, equity or other Property) not in excess of 5% of the Borrowing Base in effect at the time such sale is entered into or at the time such is effected; (iii) farm-ins, farm-outs, and other sales or dispositions of Oil and Gas Properties that do not constitute Proven Reserves, in each case occurring in the ordinary course of business and consistent with past practices of the Parent established prior to the date of this Agreement, and (iv) 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) replaced within 180 days by equipment of at least comparable value and use, and (v) the sale or transfer of Property from the Parent to a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary to the Parent, or from a Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary provided that if prior to such sale or transfer such Property is subject to a Lien securing the Obligations, then (A) such Property shall remain subject to such Lien after such transfer or sale and the new owner of such Property shall execute and deliver all such agreements, instruments and other instruments requested by the Administrative Agent which are necessary or desirable in order for the new owner to grant an Acceptable Security Interest in such Property to secure the Obligations, and (B) the Borrower Representative shall give to the Administrative Agent a 10 days’ prior written notice of such sale or transfer of Property.

Merger or Consolidation; Asset Sales. No The Borrower shallshall not, nor shall any Borrower it permit any of its Subsidiaries to: (a) merge or consolidate with or into any other Person other than without the Subsidiary Merger as contemplated by Section 3.01(n) prior consent of all of the Lenders; provided that the Borrower or any merger Subsidiary may merge or consolidation involving (i) only may be consolidated into the Parent and Borrower or any of its direct Guarantor if the Borrower or indirect wholly-owned Subsidiaries so long as the Parent such Guarantor is the surviving entity, or (ii) only direct or indirect wholly-owned Subsidiaries of the Parent; provided that, in any event, (A) the Administrative Agent shall have received reasonable prior written notice of such merger or consolidation, and (B) the surviving or resulting entity shall execute and deliver, or cause to be delivered, to the Administrative Agent such Loan Documents and other documents, certificates, instruments and opinions as may be reasonably requested by the Administrative Agent; 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 in the ordinary course of business; , (ii) the sale, in any one transaction or related series of transactions, of a Property which generates proceeds (whether in cash, equity or other Property) not in excess of 5% of the Borrowing Base in effect at the time such sale is entered into or at the time such is effected; (iii) farm-ins, farm-outs, and other sales or dispositions of Oil and Gas Properties that do not constitute Proven Reserves, in each case occurring in the ordinary course of business and consistent with past practices of the Parent established prior to the date of this Agreement, and (iv) 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, Person or (C) contemporaneously replaced within 180 days by equipment of at least comparable value and use, and and (viii) the sale or transfer of Property from the Parent to a Whollysale, lease, transfer, assignment, farm-Owned Subsidiaryout, from a Wholly-Owned Subsidiary to the Parentconveyance, or from a Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary other disposition of Property; provided that if prior to such sale or transfer such Property is subject to a Lien securing the Obligationsthat, then (A) such Property shall remain subject to such Lien after such transfer or sale and 100% of the new owner consideration received in respect of such Property disposition shall execute and deliver all be cash or cash equivalents, (B) the consideration received in respect of such agreementsdisposition shall be equal to or greater than the fair market value of the such Property, instruments and other instruments 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 which are necessary or desirable in order for Agent, the new owner Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to grant an Acceptable Security Interest in that effect), (C) if any such Property to secure disposition is of a Subsidiary owning Oil and Gas Properties, such disposition shall include all the Obligations, Equity Interests of such Subsidiary; and (BD) the Borrower Representative aggregate fair market value of Properties subject to such dispositions consummated during any consecutive twelve month period shall give to the Administrative Agent a 10 days’ prior written notice of such sale or transfer of Propertynot exceed $4,000,000.