Common use of Sale of Oil and Gas Properties Clause in Contracts

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 or any interest in any Oil and Gas Property except for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) 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; (d) the sale, transfer or other disposition of equity interests in Unrestricted Subsidiaries and (e) sales or other dispositions (including Casualty Events and dispositions resulting from the exercise of eminent domain, condemnation or nationalization) of Oil and Gas Properties or any interest therein or Restricted Subsidiaries owning Oil and Gas Properties; provided that such sales or other dispositions of Oil and Gas Properties or Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates exceeding $20,000,000, individually or in the aggregate, shall result in an adjustment to the Borrowing Base in an amount equal to the value, if any, assigned such Property by the Required Lenders in good faith; and provided further that if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the capital stock of such Restricted Subsidiary. To assign such a value, the Borrower shall give the Administrative Agent and the Lenders notice of the proposed sale or other disposition not less than ten (10) days prior to the date of the proposed sale or other disposition. The Administrative Agent shall, in good faith and utilizing the Engineering Reports delivered in connection with the most recent redetermination of the Borrowing Base (or the initial determination, as applicable), propose to the Lenders a reduction to the Borrowing Base to reflect the value of the Properties being sold or otherwise disposed of. Thereafter, the Lenders shall have five (5) days to approve or object to such proposed amount; and any failure to object shall be deemed to be an approval. In the event there is no approval or deemed approval, the Administrative Agent shall poll the Lenders to ascertain the lowest reduction to the Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 9.13 and such amount shall then be the allocated value of the Property subject to such sale or disposition.

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 Oil and Gas Property or 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) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for 80 the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or other disposition of equity interests in Unrestricted Subsidiaries and (ec) sales or other dispositions (including Casualty Events and 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 PropertiesProperties included in the most recently delivered Reserve Report; provided that such sales or other dispositions of Oil and Gas Properties or Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates exceeding $20,000,000, individually or in the aggregateaggregate 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 in an amount equal pursuant to the value, if any, assigned such Property by the Required Lenders in good faithSection 2.08(e); and provided further that if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas PropertiesProperties 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. To assign 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 valuerelated 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 give have given the Administrative Agent prior written notice thereof, and (B) the Lenders notice of the proposed sale or other disposition not less than ten (10) days prior to the date of the proposed sale or other disposition. The Administrative Agent shall, in good faith and utilizing the Engineering Reports delivered in connection with the most recent redetermination of the then outstanding Borrowing Base (or the initial determination, as applicable), propose shall be reduced by an amount equal to the Lenders a reduction to the Borrowing Base to reflect the value of such equity interests as reasonably determined by the Properties being sold or otherwise disposed of. Thereafter, the Lenders shall have five (5) days to approve or object to such proposed amount; and any failure to object shall be deemed to be an approval. In the event there is no approval or deemed approval, the Administrative Agent shall poll the Lenders to ascertain the lowest reduction to the Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 9.13 and such amount shall then be the allocated value of the Property subject to such sale or dispositionMajority Lenders.

Sale of Oil and Gas Properties. The QSRD and 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 or any interest in any Oil and Gas Property except for (ai) the sale sales of Hydrocarbons in the ordinary course of business; , (bii) farmouts sales of undeveloped acreage assets which are worn-out or obsolete and assignments in connection with such farmouts; are not material to the continuation of its business, (ciii) 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; (d) the sale, transfer or other disposition of equity interests in Unrestricted Subsidiaries and (e) intercompany sales or other dispositions by any Obligor to the Borrower or by any Subsidiary Guarantor to another Subsidiary Guarantor, provided the foregoing shall not permit dispositions to Non-Recourse Subsidiaries, except to the extent permitted by Section 9.03(j)), (including Casualty Events iv) dispositions of equipment when substantially similar equipment has been or will be acquired, (v) any transfer or conveyance required pursuant to the terms of the Escrow Agreement, and dispositions resulting from the exercise (vi) so long as no Event of eminent domainDefault has occurred and is continuing, condemnation or nationalization) of Oil and Gas Properties or any interest therein or Restricted Subsidiaries owning Oil and Gas Properties; provided that such no Overadvance would result therefrom, sales or other dispositions of Oil and Gas Properties or Restricted Subsidiaries owning Oil and Gas Properties included other assets which shall not exceed $1,000,000 in the most recently delivered Reserve Report during aggregate in any period between two successive Scheduled Redetermination Dates exceeding $20,000,000, individually or in the aggregate, shall result in an adjustment to fiscal year; provided that the Borrowing Base in shall be adjusted by an amount equal to the value, if any, assigned such Property by or asset in the Required Lenders in good faithmost recently determined Borrowing Base; and provided further that if provided, further, at or prior to the effective date of any such sale sale, assignment, farm-out, conveyance or other disposition is transfer of a Restricted Subsidiary owning any Oil and Gas Properties, such sale or other disposition shall include all the capital stock of such Restricted Subsidiary. To assign such and as a valuecondition to Borrower's authority to do so, the Borrower shall give deliver to the Administrative Agent a certificate executed by a Responsible Officer of Borrower certifying (i) that no Event of Default has occurred and is continuing, (ii) to the Lenders notice valuation of the Oil and Gas Properties involved utilizing the NYMEX Swap Price for valuation purposes, (iii) that the disposition proposed sale will not violate any of the Dollar limitations or other conditions set forth in this Section 9.14, (iv) that the disposition will not less than ten result in an Overadvance, and (10v) days prior to the date consideration and manner of the proposed sale or other disposition. The Administrative Agent shall, in good faith and utilizing payment thereof to be received by Borrower for the Engineering Reports delivered in connection with the most recent redetermination disposition of the Borrowing Base (or the initial determination, as applicable), propose to the Lenders a reduction to the Borrowing Base to reflect the value of the Oil and Gas Properties being sold or otherwise disposed of. Thereafter, the Lenders shall have five (5) days to approve or object to such proposed amount; and any failure to object shall be deemed to be an approval. In the event there is no approval or deemed approval, the Administrative Agent shall poll the Lenders to ascertain the lowest reduction to the Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 9.13 and such amount shall then be the allocated value of the Property subject to such sale or dispositioninvolved.

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 Oil and Gas Property or 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) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) 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; (d) the sale, transfer or other disposition of equity interests in Unrestricted Subsidiaries and (ec) sales or other dispositions (including Casualty Events and 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 PropertiesProperties included in the most recently delivered Reserve Report; provided that such sales or other dispositions of Oil and Gas Properties or Restricted Subsidiaries owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates exceeding $20,000,000, individually or in the aggregateaggregate 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 in an amount equal pursuant to the value, if any, assigned such Property by the Required Lenders in good faithSection 2.08(e); and provided further that if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas PropertiesProperties 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. To assign 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 valuerelated 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 give have given the Administrative Agent prior written notice thereof, and (B) the Lenders notice of the proposed sale or other disposition not less than ten (10) days prior to the date of the proposed sale or other disposition. The Administrative Agent shall, in good faith and utilizing the Engineering Reports delivered in connection with the most recent redetermination of the then outstanding Borrowing Base (or the initial determination, as applicable), propose shall be reduced by an amount equal to the Lenders a reduction to the Borrowing Base to reflect the value of such equity interests as reasonably determined by the Properties being sold or otherwise disposed of. Thereafter, the Lenders shall have five (5) days to approve or object to such proposed amount; and any failure to object shall be deemed to be an approval. In the event there is no approval or deemed approval, the Administrative Agent shall poll the Lenders to ascertain the lowest reduction to the Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders for purposes of this Section 9.13 and such amount shall then be the allocated value of the Property subject to such sale or dispositionMajority Lenders.