Sale of Properties. The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any 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 Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary 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 (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.
Sale of Properties. 54 Section 9.16
Sale of Properties. The Borrower will not, and will not permit any other Relevant Party to, sell, assign, farm-out, convey or otherwise transfer any Property except for:
(a) the sale of inventory in the ordinary course of business;
(b) the sale or transfer of equipment and supplies (including related contractual rights) that (i) are obsolete, surplus, worn out, or are no longer necessary for or useful in the business of the applicable Relevant Party or (ii) in the case of equipment, is replaced by equipment of at least comparable value and use;
(c) (i) dispositions of accounts receivables in connection with the collection or compromise thereof in the ordinary course of business and not in connection with any financing transaction, (ii) termination of leases in the ordinary course of business, (iii) the expiration of any option agreement in respect of real or personal Property, (iv) any surrender, waiver, settlement, or release of contractual rights or other litigation claims in the ordinary course of business, (v) the abandonment, cancellation or lapse of intellectual property rights that, in the reasonable good faith determination of the Borrower, are not material to the business and operations of the Borrower and its Restricted Subsidiaries and (vi) termination or other disposition of Swap Agreements in the ordinary course of business;
(d) the sale or other transfer of surplus Rights of Way that are no longer used or otherwise necessary in the business of the Relevant Parties;
(e) the transfer of Property from one Loan Party to another Loan Party; so long as at such time the Loan Party acquiring such Property has complied with its applicable obligations under Sections 8.12 and 8.14 (without giving effect to any grace periods or extended time for compliance set forth therein);
(f) from and after the Covenant Changeover Date, Dispositions of Properties not regulated by clauses (a) through (e) above; provided that that (i) at the time of such Disposition, no Event of Default shall exist or would immediately result from such Disposition, (ii) the consideration received shall be at least equal to the fair market value of the Property subject to such Disposition, (iii) the Borrower or any of its Relevant Party shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents, (iv) the Borrower shall deliver to the Administrative Agent a certificate certifying that such Disposition was for fair market value and was otherwise in compliance with this Sect...
Sale of Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, convey or otherwise transfer any Property or any interest in any Property (a “Transfer”), except for (i) any Transfers in the ordinary course of business, but only to the extent that such Property is Reinvested within the Reinvestment Period, or (y) the proceeds of such Transfer are applied to the purchase price of such replacement Property; (ii) intercompany Transfers between and among Borrower and its Subsidiaries; (iii) other sales of Property (other than Transfers described in clause (iv)) where the aggregate sales price therefor does not exceed $7,500,000 in the aggregate in any fiscal year; (iv) Transfers of Non Core Assets to the extent the aggregate sales price therefor does not exceed $7,500,000 in the aggregate at any time beginning on the Closing Date. Each Transfer shall be for fair value.”
v. The following provision is hereby added to the end of Section 12.04 of the Credit Agreement as follows: “Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers, and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Obligations or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage Share of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis).”
Sale of Properties. The Borrower will not, nor will it permit any Restricted Subsidiary to, sell, assign, farm-out, convey, swap, trade or otherwise transfer (collectively in this section, “Transfer”) any Oil and Gas Property or any interest in Hydrocarbons produced or to be produced therefrom or any Equity Interest in any Credit Party that owns any Oil and Gas Property, commodity Swap Agreement or any interest in Hydrocarbons produced or to be produced therefrom (in this section, an “E&P Credit Party”) or unwind or terminate any commodity Swap Agreements, except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts, swaps or trades of undeveloped acreage not included in the most recently delivered Reserve Report and assignments in connection with such farmouts, swaps or trades, sales or licenses of intellectual property, seismic, and other geological or geophysical data, none of which, in the aggregate, materially impair the operation of the business of any Credit Party, and the abandonment of intellectual property, seismic, and other geological or geophysical data that is no longer material to the operation of the business of any Credit Party;
(c) the Transfer of equipment that is no longer necessary for the business of the Borrower or such other Credit Party or is replaced by equipment of at least comparable value and use;
(d) Transfers of Oil and Gas Properties to which no Proved Reserves of oil or natural gas are attributed;
(e) Transfers of Oil and Gas Properties to which Proved Reserves of oil or gas are attributed, provided that, at least 75% of the consideration received in respect of such sale or other disposition shall be cash or Oil and Gas Properties to which Proved Reserves of oil or gas are attributed and with respect to which the Administrative Agent has received reasonably satisfactory Engineering Reports or the assumption of liabilities related to such transferred Oil and Gas Properties;
(f) Transfers of all (but not less than all) of the Equity Interests collectively owned by the Borrower and its Subsidiaries in any E&P Credit Party;
(g) the unwinding or termination of commodity Swap Agreements;
(h) Transfers of such Property to the extent permitted by Section 9.04, Section 9.05 or Section 9.10;
(i) exchanges or swaps, including transactions covered by Section 1031 of the Code, of property or assets (other than Oil and Gas Properties) so long as the exchange or swap is made for fair value (as reasonably determined by the Borrowe...
Sale of Properties. In the event of the liquidation and dissolution of the Company, the Managing Member may sell assets of the Company, or cause its subsidiaries to sell Properties and other assets, on the best terms and conditions as the Managing Member in good faith believes are reasonably available at the time and under the circumstances and on a non-recourse basis to the Members. The liquidation of the Company will not be deemed completed until the Company has received cash payments in full with respect to obligations such as notes, installment sale contracts or other similar receivables received by the Company in connection with the sale of assets of the Company and all obligations of the Company have been satisfied, released or assumed by the Managing Member. The Managing Member will continue to act to enforce all of the rights of the Company pursuant to any such obligations until such obligations are paid in full or otherwise satisfied.
Sale of Properties. The Borrower will not, and will not -------------------- permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (including through the sale of a Production Payment or overriding royalty interest) any Property 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 Subsidiary or is replaced by equipment of at least comparable value and use; and (c) the sale or transfer of any Property that, taken together with the sale of any other Properties during any calendar year, in the aggregate, has a fair market value of less than $50,000.
Sale of Properties. The Borrower will not, and will not cause or permit any Guarantor or any Restricted Subsidiary to sell, assign, convey or otherwise transfer any Property or any interest in any Property, unless such Property is not material to the ability of the Borrower or any Restricted Subsidiary to generate EBITDA.
Sale of Properties. The Parent will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for:
(a) the sale or transfer of equipment that is no longer necessary for the business of the Parent or such Restricted Subsidiary or is replaced by equipment of similar value and use.
(b) the sale, contribution or issuance of any Equity Interests in any Restricted Subsidiary to the Borrower or any other Loan Party.
(c) the sale or disposition of the assets of, or any Equity Interest in, any Immaterial Subsidiary that is not a Guarantor; provided that the aggregate fair market value of all such sales and dispositions since the Effective Date shall not exceed $15,000,000.
(d) dispositions permitted by (i) Section 9.09 and (ii) Section 9.10 (other than clause (ii) of Section 9.10(c) and Section9.01(d)).
(e) dispositions of Investments made pursuant to Section 9.05(c), Section 9.05(d), Section 9.05(e), Section 9.05(f) and Section 9.05(n).
(f) dispositions of Property in connection with a sale-leaseback transaction as long as the Debt incurred in connection therewith is permitted by Section 9.02(d).
(g) sales or dispositions of less than all or substantially all of ARP Units owned by the Parent and the Restricted Subsidiaries that are expressly consented to in writing by the Administrative Agent and the Super Majority Lenders.
(h) the termination or other monetization of Swap Agreements in respect of commodities; provided that (i) the consideration received in respect of such Swap Agreement which is the subject of such termination or other monetization shall be equal to or greater than the fair market value thereof as reasonably determined by the Borrower (if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), and (ii) no Default or Event of Default has occurred and is continuing or would result from such sale, disposition or termination, as applicable.
(i) other sales and dispositions of Properties (other than the Arkoma Assets and the ARP Units) having an aggregate fair market value not greater than $10,000,000 during any 6-month period.
(j) the Disposition of the Arkoma Assets to Persons other the Parent or any of its Subsidiaries; provided that (i) such Disposition is made at least for Fair Market Value, (ii) the Parent or the Restricted Subsidiary disposing thereof shall receive at the time of such Disposition not less than 75% of th...
Sale of Properties. This Property Management Agreement shall automatically terminate, in respect of a Property, upon the consummation of any sale or other disposition of such Property by the applicable Owner Subsidiary to any entity not affiliated with the Owner.
