Common use of Sale of Borrowing Base Properties to Third Parties Clause in Contracts

Sale of Borrowing Base Properties to Third Parties. If there exists no subsisting Event of Default, the Borrower and the Guarantors may at any time and from time to time during the Term, sell or dispose of all or any parts of the Borrowing Base Properties to third Persons provided that: (a) such sales or dispositions are in accordance with sound industry practice; and (b) in the event that in any period of six (6) months since the most recent determination or redetermination of the Borrowing Base Limit pursuant to this Article 7, the aggregate gross proceeds from any such sales or dispositions of Borrowing Base Properties exceed the Semi-Annual Disposition Limit then in effect and unless a Majority of the Revolving Credit Facility Lenders shall otherwise specifically agree in writing: (i) the Borrower shall promptly provide the Agent with full particulars regarding all sales or dispositions during that period of one Year, including but not limited to executed copies of the applicable agreements whereby such Borrowing Base Properties have been agreed to be sold or disposed of and any other data, documents, information or material with respect thereto that the Agent may request, acting reasonably; and (ii) the current Borrowing Base Limit shall be adjusted by the Agent by reducing it to reflect the Lending Value Component of the Borrowing Base Properties sold or disposed of since the last determination or redetermination of the Borrowing Base Limit and, in such case, the Agent shall deliver a Borrowing Base Certificate to the Borrower which specifies the adjusted Borrowing Base Limit which shall come into force upon its delivery to the Borrower and shall continue in effect until the Borrowing Base Limit is redetermined in accordance with this Article 7; provided, however, in the event of any redetermination of the Borrowing Base Limit pursuant to this Section 7.3(b), the Borrower shall be entitled to have included in the redetermination any Enterra Reserves and any Tangible Property related to or used in connection therewith acquired or discovered which were not included in the most recent Engineering Report and Section 7.4(a) shall apply to the inclusion of such acquired or discovered Enterra Reserves and any Tangible Property related to or used in connection therewith in the Borrowing Base Limit.

Sale of Borrowing Base Properties to Third Parties. If there exists no subsisting Event of Default, the Borrower and the Guarantors Material Subsidiaries may at any time and from time to time during the Term, sell or dispose of all or any parts of the Borrowing Base Properties to third Persons provided that: (a) such sales or dispositions are in accordance with sound industry practice; and (b) in the event that in any period of six (6) months one Year since the most recent determination or redetermination of the Borrowing Base Limit pursuant to this Article 7, the aggregate gross proceeds from any such sales or dispositions of Borrowing Base Properties exceed the Semi-Annual Disposition Limit then in effect and unless a Majority of the Revolving Credit Facility Required Lenders shall otherwise specifically agree in writing: (i) the Borrower shall promptly provide the Agent with full particulars regarding all sales or dispositions during that period of one Year, including but not limited to executed copies of the applicable agreements whereby pursuant to which the Borrower or a Material Subsidiary disposed of or agreed to dispose of such Borrowing Base Properties have been agreed to be sold or disposed of and any other data, documents, information or material with respect thereto that the Agent may request, acting reasonably; and (ii) the current Borrowing Base Limit shall be adjusted by the Agent (which adjustment must be approved by the Required Lenders (except where the sale or disposition is a Permitted Disposition contemplated by paragraph (f) of the definition of Permitted Disposition in Section 1.1, in which case the adjustment must be approved unanimously by all of the Lenders)) by reducing it to reflect the Lending Value Component of the Borrowing Base Properties sold or disposed of since the last determination or redetermination of the Borrowing Base Limit and, in such case, the Agent shall deliver a Borrowing Base Certificate to the Borrower which specifies the adjusted Borrowing Base Limit which shall come into force upon its delivery to the Borrower and shall continue in effect until the Borrowing Base Limit is redetermined in accordance with this Article 7; provided, however, in the event of any redetermination of the Borrowing Base Limit pursuant to this Section 7.3(b), the Borrower shall be entitled to have included in the such redetermination any Enterra Reserves and any Tangible Property related to or used in connection therewith acquired or discovered which were not included in the most recent Engineering Report and Section 7.4(a) shall apply to the inclusion of such acquired or discovered Enterra Reserves and any Tangible Property related to or used in connection therewith in the Borrowing Base Limit.

Sale of Borrowing Base Properties to Third Parties. If there exists no subsisting Event of Default, the Borrower and the Guarantors Material Subsidiaries may at any time and from time to time during the Term, sell or dispose of all or any parts of the Borrowing Base Properties to third Persons provided that: (a) such sales or dispositions are in accordance with sound industry practice; and (b) in the event that in any period of six (6) months one Year since the most recent determination or redetermination of the Borrowing Base Limit pursuant to this Article 7, the aggregate gross proceeds from any such sales or dispositions of Borrowing Base Properties exceed the Semi-Annual Disposition Limit then in effect and unless a Majority of the Revolving Credit Facility Required Lenders shall otherwise specifically agree in writing: (i) the Borrower shall promptly provide the Agent with full particulars regarding all sales or dispositions during that period of one Year, including but not limited to executed copies of the applicable agreements whereby pursuant to which the Borrower or a Material Subsidiary disposed of or agreed to dispose of such Borrowing Base Properties have been agreed to be sold or disposed of and any other data, documents, information or material with respect thereto that the Agent may request, acting reasonably; and (ii) the current Borrowing Base Limit shall be adjusted by the Agent (which adjustment must be approved by the Required Lenders (except where the sale or disposition is a Permitted Disposition contemplated by paragraph (f) of the definition of Permitted Disposition in Section 1.1, in which case the adjustment must be approved unanimously by all of the Lenders)) by reducing it to reflect the Lending Value Component of the Borrowing Base Properties sold or disposed of since the last determination or redetermination of the Borrowing Base Limit and, in such case, the Agent shall deliver a Borrowing Base Certificate to the Borrower which specifies the adjusted Borrowing Base Limit which shall come into force upon its delivery to the Borrower and shall continue in effect until the Borrowing Base Limit is redetermined in accordance with this Article 7; provided, however, in the event of any redetermination of the Borrowing Base Limit pursuant to this Section 7.3(b), the Borrower shall be entitled to have included in the such redetermination any Enterra Reserves and any Tangible Advantage Hydrocarbon Property related to or used in connection associated therewith acquired or discovered which were not included in the most recent Engineering Report and Section 7.4(a) shall apply to the inclusion of such acquired or discovered Enterra Reserves and any Tangible Hydrocarbon Property related to or used in connection associated therewith in the Borrowing Base Limit.

Sale of Borrowing Base Properties to Third Parties. If there exists no subsisting Event of Default, the Borrower and the Guarantors may at any time and from time to time during the Term, sell or dispose of all or any parts of the Borrowing Base Properties to third Persons provided that: (a) such sales or dispositions are in accordance with sound industry practice; and (b) in the event that in any period of six (6) months since the most recent determination or redetermination of the Borrowing Base Limit pursuant to this Article 7, the aggregate gross proceeds from any such sales or dispositions of Borrowing Base Properties exceed the Semi-Annual Disposition Limit then in effect and unless a Majority of the Revolving Credit Facility Lenders shall otherwise specifically agree in writing: (i) the Borrower shall promptly provide the Agent with full particulars regarding all sales or dispositions during that period of one Year, including but not limited to executed copies of the applicable agreements whereby such Borrowing Base Properties have been agreed to be sold or disposed of and any other data, documents, information or material with respect thereto that the Agent may request, acting reasonably; and (ii) the current Borrowing Base Limit shall be adjusted by the Agent by reducing it to reflect the Lending Value Component of the Borrowing Base Properties sold or disposed of since the last determination or redetermination of the Borrowing Base Limit and, in such case, the Agent shall deliver a Borrowing Base Certificate to the Borrower which specifies the adjusted Borrowing Base Limit which shall come into force upon its delivery to the Borrower and shall continue in effect until the Borrowing Base Limit is redetermined in accordance with this Article 7; provided, however, in the event of any redetermination of the Borrowing Base Limit pursuant to this Section 7.3(b), the Borrower shall be entitled to have included in the redetermination any Enterra Reserves and any Tangible Property related to or used in connection therewith acquired or discovered which were not included in the most recent Engineering Report and Section 7.4(a) shall apply to the inclusion of such acquired or discovered Enterra Reserves and any Tangible Property related to or used in connection therewith in the Borrowing Base Limit.

Sale of Borrowing Base Properties to Third Parties. If there exists no subsisting Event of Default, the Borrower and the Guarantors Material Subsidiaries may at any time and from time to time during the Term, sell or dispose of all or any parts of the Borrowing Base Properties to third Persons provided that: (a) such sales or dispositions are in accordance with sound industry practice; and (b) in the event that in any period of six (6) months one Year since the most recent determination or redetermination of the Borrowing Base Limit pursuant to this Article 78, the aggregate gross proceeds from any such sales or dispositions of Borrowing Base Properties exceed the Semi-Annual Disposition Limit then in effect and unless a Majority of the Revolving Credit Facility Required Lenders shall otherwise specifically agree in writing: (i) the Borrower shall promptly provide the Agent with full particulars regarding all sales or dispositions during that period of one Year, including but not limited to executed copies of the applicable agreements whereby pursuant to which the Borrower or a Material Subsidiary disposed of or agreed to dispose of such Borrowing Base Properties have been agreed to be sold or disposed of and any other data, documents, information or material with respect thereto that the Agent may request, acting reasonably; and (ii) the current Borrowing Base Limit shall be adjusted by the Agent (which adjustment must be approved by the Required Lenders (except where the sale or disposition is a Permitted Disposition contemplated by paragraph (d) of the definition of Permitted Disposition in Section 1.1, in which case the adjustment must be approved unanimously by all of the Lenders)) by reducing it to reflect the Lending Value Component of the Borrowing Base Properties sold or disposed of since the last determination or redetermination of the Borrowing Base Limit and, in such case, the Agent shall deliver a Borrowing Base Certificate to the Borrower which specifies the adjusted Borrowing Base Limit which shall come into force upon its delivery to the Borrower and shall continue in effect until the Borrowing Base Limit is redetermined in accordance with this Article 78; provided, however, in the event of any redetermination of the Borrowing Base Limit pursuant to this Section 7.3(b8.3(b), the Borrower shall be entitled to have included in the such redetermination any Enterra Reserves and any Tangible Advantage Hydrocarbon Property related to or used in connection associated therewith acquired or discovered which were not included in the most recent Engineering Report and Section 7.4(a8.4(a) shall apply to the inclusion of such acquired or discovered Enterra Reserves and any Tangible Hydrocarbon Property related to or used in connection associated therewith in the Borrowing Base Limit.