Parent Assets. For the purposes of this Agreement, “Parent Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:
Parent Assets. For so long as the Parent is not a Guarantor, neither the Parent nor any Subsidiary of the Parent that owns, directly or indirectly, any Equity Interests of the Company (each, a “Parent Entity”) shall own any assets other than:
(i) Equity Interests in any other Parent Entity that is a Wholly Owned Subsidiary of the Parent or the Company;
(ii) cash and other assets of nominal value incidental to its status as a public company or its ownership of the Equity Interests described in clauses (i) and (iii) of this Section 8.17.(a);
(iii) other assets or Equity Interests with an aggregate book value not to exceed $25,000,000, or with the Administrative Agent’s approval, in the aggregate for this clause (iii) not to exceed $50,000,000;
(iv) assets to be disposed or transferred pursuant to the Distribution Agreement, including any such assets held for the benefit of the other parties to the Distribution Agreement;
(v) assets maintained on a temporary or pass-through basis that are held (x) for subsequent payment of dividends, other Restricted Payments or repayment of Indebtedness of the Parent not prohibited by this Agreement or any other Loan Document or (y) for contribution to the Company or any of its Subsidiaries, in each case, for a period not in excess of ten (10) Business Days for any such asset (except to the extent held in any deposit arrangement for up to 30 days with respect to the repayment of Existing Parent Debt); or
(vi) contract rights (x) arising under the Distribution Agreement and the Ancillary Agreements, (y) related to the Parent’s status as a public company or (z) arising pursuant to any merger, purchase, acquisition or other similar agreement in relation to transactions permitted under this Agreement.
Parent Assets. Neither of VNGI nor VNGDI own any assets other than cash, intercompany receivables and Common Stock of their respective Subsidiaries.
Parent Assets. For the purposes of this Agreement, “Parent Assets” shall mean, without duplication:
Parent Assets. Parent has good and defensible title to all oil and gas properties forming the basis for the reserves reflected in the Parent Reserve Report as attributable to Oil and Gas Interests owned by Parent and its Subsidiaries and has good and valid title to, or valid leasehold interests or other contractual rights in, all other tangible properties and assets (real, personal or mixed) of Parent and its Subsidiaries (such oil and gas properties and other properties and assets are herein referred to as the “Parent Assets”), with respect to both the oil and gas properties and all other Parent Assets, free and clear of all Liens except for (a) Permitted Liens and (b) Liens associated with obligations reflected in the Parent Reserve Report. The oil and gas leases and other agreements that provide Parent and its Subsidiaries with operating rights in the oil and gas properties reflected in the Parent Reserve Report and all other leases and agreements that provide Parent and its Subsidiaries with operating rights in the other Parent Assets are legal, valid and binding and in full force and effect; the rentals, royalties and other payments due thereunder have been properly paid and, to Parent’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Parent and its Subsidiaries (as the case may be) have maintained all of the Parent Assets owned on the date hereof in working order and operating condition, subject only to ordinary wear and tear. Parent has not received any material advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, Parent is neither underproduced nor overproduced, in either case to any material extent, under gas balancing or similar arrangements. No Person has any call on, option to purchase or similar rights with respect to the production of Hydrocarbons attributable to any of the Parent Assets, except any such call, option or similar right at market prices.
Parent Assets. (a) Parent or the Parent Subsidiaries, individually or together, own, lease or have the right to use all of their properties and assets reflected in Parent’s Transition Report on Form 10-K for the transition period from June 3, 2007 to March 29, 2008, other than as set forth in Section 4.9(a) of the Parent Disclosure Letter or any properties or assets that have been sold or otherwise disposed of since March 29, 2008 in the ordinary course of business consistent with past practice (all such properties and assets being referred to as “Parent Assets”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and the Parent Subsidiaries has good title to, or in the case of leased or subleased Parent Assets, valid and subsisting leasehold interests in, all of the Parent Assets free and clear of Liens, other than (i) Permitted Encumbrances and (ii) Liens that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.
(b) Section 4.9(b) of the Parent Disclosure Letter lists all real property that any of Parent and its Subsidiaries own. With respect to each such parcel of owned real property:
(i) there are no easements, covenants, or other restrictions material to such property, other than Permitted Encumbrances;
(ii) there are no leases, subleases, licenses, concessions, or other agreements granting to any party or parties the right of use or occupancy of any portion of the parcel of real property which materially impact the use of the property;
(iii) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; and
(iv) Parent has title insurance with respect to each such parcel and has delivered to the Company true and correct copies of such policies.
Parent Assets. Except as individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent, Parent and its Subsidiaries own, or otherwise have sufficient and legally enforceable rights to use, all of their respective tangible properties and assets (real, personal or mixed) (the “Parent Assets”) that they purport to own. Except as individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent, Parent and its Subsidiaries have valid title to, or in the case of leased property have valid leasehold interests in, all such Parent Assets, including all such Parent Assets reflected in Parent Balance Sheet or acquired since the date thereof (except as may have been disposed of since December 31, 2005 or may be disposed of after the date of this Agreement in accordance with this Agreement in either case in the ordinary course of business consistent with past practice), in each case free and clear of any Liens, except Permitted Liens. All material operating equipment of Parent and its Subsidiaries is, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated.
Parent Assets. Parent has good and defensible title to all oil and gas properties forming the basis for the reserves reflected in the Parent Reserve Report as attributable to Oil and Gas Interests owned by Parent and its Subsidiaries and has good and valid title to, or valid leasehold interests or other contractual rights in, all other tangible properties and assets (real, personal or mixed) of Parent and its Subsidiaries (such oil and gas properties and other properties and assets are herein referred to as the “Parent Assets”), with respect to both the oil and gas properties and all other Parent Assets, free and clear of all Liens except for (a) Permitted Liens and (b) Liens associated with obligations reflected in the Parent Reserve Report. Parent and its Subsidiaries (as the case may be) have maintained all of the Parent Assets owned on the date hereof in working order and operating condition, subject only to ordinary wear and tear.
Parent Assets. The Parent has no assets other than the Capital ------------- Stock of the Borrower, investments in the Borrower and/or the Borrower's Subsidiaries permitted hereunder, rights under the Securities Purchase Agreement, rights under the Stockholders Agreement, the Bid Equity Commitments, so long as the proceeds of such Bid Equity Commitments are disposed of in accordance with Section 5.17(b) hereof and such other assets as are necessary in connection with the administration of, and the conduct of its business by, the Parent."
