Sale of Oil and Gas Properties. In order to pay a portion of the Revolving Note and other fees and obligations under this Agreement and the Loan Agreement, the Credit Parties proposed to Lender, and agree to take, the following actions:
(a) The Credit Parties shall proceed with the sale and marketing of the interest retained in the oil and gas properties of Infinity Wyoming (the “Rockies Properties”) and the Texas oil and gas properties of Infinity Texas (the “Texas Properties”). The Credit Parties shall use their best efforts i) to promptly obtain firm proposals for the sale of the properties, ii) to execute a definitive agreement or agreements, subject to stockholder approval if required, for the sale of properties with proceeds sufficient to repay the Revolving Note, iii) to seek stockholder approval, if required, and consummate the sale of the properties as soon as practicable thereafter and iv) to notify Lender of any developments with respect to any of the foregoing.
(b) The Credit Parties shall promptly provide Lender with a copy of the agreement or engagement letter with any oil and gas divestiture firm acceptable to Lender and retained to assist with sales under this Section 11; and thereafter the Credit Parties shall provide a monthly report on the first (lst) day of each month, to be prepared by the oil and gas divestiture firm engaged by the Credit Parties to facilitate the sale of the oil and gas properties and leasehold interests, that includes any and all information pertaining to property bids, the current status of any bids or sale discussions, and all marketing efforts employed to sell the Rockies Properties and the Texas Properties. Notwithstanding any provision to the contrary, at least two (2) business days prior to the date on which Xxxxxxxx proposes to pay such, Borrower shall deliver to Lender in usual and customary form reasonably acceptable to Lender, reasonable detail of all broker fees and other transaction costs related to the sale of the properties proposed to be paid from proceeds in the Lockbox Account, and thereafter Borrower may pay such fees and costs as are approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc.
(c) No sale of any of the Rockies Properties and the Texas Properties, or any of them, will be permitted to an affiliate of the Credit Parties, unless Xxxxxx consents in writing.
(d) The Credit Parties will...
Sale of Oil and Gas Properties. The Borrower (and following the Parent MLP IPO, the Parent MLP) will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any interest in any Oil and Gas Property included in the most recently delivered Reserve Report except for (a) the sale of Hydrocarbons in the ordinary course of business; (b) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; and (c) sales or other dispositions (including dispositions resulting from the exercise of eminent domain, condemnation or nationalization) of (i) Oil and Gas Properties included in the most recently delivered Reserve Report or any interest therein or (ii) Restricted Subsidiaries (other than Designated Borrowing Base Entities) owning Oil and Gas Properties included in the most recently delivered Reserve Report; provided that such sales or other dispositions of Oil and Gas Properties or Restricted Subsidiaries during any period between two successive Scheduled Redetermination Dates exceeding in the aggregate 5% of the then current Borrowing Base (inclusive of any unwinding of Hedging Agreements during such period), shall result in an adjustment to the Borrowing Base pursuant to Section 2.08(e); and provided further that if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report (other than a Designated Borrowing Base Entity), such sale or other disposition shall include all the capital stock or other equity of such Restricted Subsidiary. The Borrower and its Restricted Subsidiaries may (i) sell, assign, convey or otherwise dispose of proportional shares of Oil and Gas Properties held by Designated Borrowing Base Entities that are owned by third parties (and not included in the calculation of the Borrowing Base) to such third parties, to the extent such proportional share of Oil and Gas Property is exchanged for a related partnership interest in one or more Designated Borrowing Base Entities and (ii) sell, assign, convey or otherwise transfer any equity interests in a Designated Borrowing Base Entity provided that with respect to any such equity interests that constitute Mortgaged Property, (A) the Borrower shall have given the Administrative Agent prior written notice thereof, and (B) the then outstanding Borrowing Base shall be re...
Sale of Oil and Gas Properties. The Obligors will not Transfer any Oil and Gas Property or any interest in any Oil and Gas Property for which value was given in the most recent Borrowing Base redetermination to any Person other than Obligors, provided, for so long as no Default exists, Obligors may Transfer Oil and Gas Property assets with a market value of up to $2,000,000 in the aggregate during any Borrowing Base Period. Upon any Transfer of Oil and Gas Properties as permitted herein, the Borrowing Base shall be automatically reduced by the current Oil and Gas Collateral Value attributable to such Oil and Gas Properties under current Borrowing Base determination.
Sale of Oil and Gas Properties. The Parent Guarantor will not, and will not permit any Credit Party to sell, assign (other than assignments intended to convey a Lien), farm-out, convey or otherwise transfer (collectively, a “Sale”) any Oil and Gas Property or Equity Interests of any Restricted Subsidiary owning Oil and Gas Properties except for:
(a) the Sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage to which no proved reserves are attributable and assignments in connection with such farmouts;
(c) the Sale of equipment that is no longer necessary or useful for the business of any Credit Party or is replaced by equipment of at least comparable value and use or the Sale of surplus equipment;
(d) the Sale of any Oil and Gas Property or any interest therein or the Sale of any Equity Interests of any Restricted Subsidiary owning Oil and Gas Properties; provided (with respect to this clause (d) only) that (i) the consideration received in respect of such Sale shall be any of the following (or a combination thereof) (1) cash and/or cash equivalents, (2) the assumption of liabilities not constituting debt for borrowed money associated with the assets that are the subject of such Sale (provided the assumption of liabilities shall not exceed 20% of the aggregate consideration for such Sale), (3) other Oil and Gas Properties (provided that such exchange qualifies for nonrecognition of gain or loss under the provisions of Section 1031 of the Code), or (4) in the case of farm-outs, carried or royalty or net profits interests in the Property subject of such farm-out (provided that notwithstanding the foregoing, if a Borrowing Base Deficiency results from such Sale, the cash portion of the consideration shall be an amount at least sufficient to pay such Borrowing Base Deficiency under Section 3.04(c)(iii)), (ii) the consideration received in respect of such Sale shall be equal to or greater than the fair market value of the Property subject to such Sale, (iii) if such Sale of Oil and Gas Property or Restricted Subsidiary (other than the Borrower) owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of ten percent (10%) of the then effective Borrowing Base, the Borrowing Base shall be reduced, effective immediately upon such Sale, by an amount equal to the value, if any, assigned such Property in the most recently delivere...
Sale of Oil and Gas Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any interest in any Oil and Gas Property included in the most recently delivered Reserve Report except for (a) the sale of Hydrocarbons in the ordinary course of business; (b) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; and (c) sales or other dispositions (including dispositions resulting from the exercise of eminent domain, condemnation or nationalization) of (i) Oil and Gas Properties included in the most recently delivered Reserve Report or any interest therein or (ii) Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report; provided that if the PV9% value of such Oil and Gas Properties included in such sales or other dispositions of Oil and Gas Properties or Restricted Subsidiaries during any period between two successive Redetermination Dates exceeds in the aggregate 5% of the then current Borrowing Base (inclusive of any unwinding of Hedging Agreements during such period), the Borrowing Base shall be subject to adjustment pursuant to Section 2.08(e); and provided further that if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report, such sale or other disposition shall include all the capital stock or other equity of such Restricted Subsidiary.
Sale of Oil and Gas Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Hydrocarbon Interests except for (i) the sale of Hydrocarbons in the ordinary course of business; and (ii) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use.
Sale of Oil and Gas Properties. The Company will not, nor permit any Subsidiary or Affiliate to sell, assign, transfer or convey any interest in any Oil and Gas Properties, except as follows:
(a) Hydrocarbons sold in the ordinary course of business as and when produced;
(b) Routine farm-outs of non-proven acreage;
(c) Sales of Properties, provided the sales of all such Properties permitted under this clause since the date of the last Scheduled Redetermination of the Borrowing Base do not have a market value in excess of $25,000,000 in the aggregate; and
(d) In addition to sales permitted above, sales of Properties included in the Borrowing Base, provided simultaneously with any such sale the Borrowing Base is reduced by amounts agreed to at the time by the Required Lenders.
Sale of Oil and Gas Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property subject to a Lien in favor of the Agent or any interest in any Oil and Gas Property subject to a Lien in favor of the Agent, unless (i) no Default shall have occurred and be continuing and (ii) simultaneously with any such disposition of Oil and Gas Properties included in the Borrowing Base, the Borrowing Base is reduced by an amount reasonably determined at the time by the Agent to reflect the contribution to the Borrowing Base of the Oil and Gas Property so disposed of.
Sale of Oil and Gas Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property or any interest in any Oil and Gas Property except for (i) the sale of Hydrocarbons in the ordinary course of business; (ii) farmouts of undeveloped acreage and assignments in connection with such farmouts; (iii) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is contemporaneously replaced by equipment of at least comparable value and use and (iv) sales in the ordinary course of business of Oil and Gas Properties that are not Mortgaged Properties, which shall not exceed $1,000,000.00 in the aggregate in between any two consecutive Redetermination Dates.
Sale of Oil and Gas Properties. The Borrower will not, and will not permit any Guarantor to, sell, assign, farm-out, convey or otherwise transfer any Oil and Gas Property or any interest in any Oil and Gas Property (a "Transfer") except for (i) the sale of Hydrocarbons in the ordinary course of business; (ii) farmouts of undeveloped acreage and assignments in connection with such farmouts; (iii) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Guarantor or is contemporaneously replaced by equipment of at least comparable value and use and (iv) during any consecutive 12 month period, sales in the ordinary course of business of Oil and Gas Properties which shall not exceed $5,000,000 in the aggregate in any fiscal year; provided, however, that upon any such Transfer of Oil and Gas Properties comprising a portion of the Collateral the Lenders may reduce the Borrowing Base by an amount equal to 100% of the loan value of such Collateral and if a Borrowing Base Deficiency results therefrom, the Borrower shall, concurrent with completing such Transfer, pay to the Agent the proceeds from such Transfer equal to the amount of the Borrowing Base Deficiency.
