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 the consideration therefor in the form of cash or cash equivalents and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii). (k) Dispositions of Property (including, without limitation, ARP Units) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition is made at least for Fair Market Value, and (ii) the Parent or such Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalents.
Appears in 1 contract
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(dSection 9.10(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 the Titan Energy 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 Titan Energy Units) having an aggregate fair market value not greater than $10,000,000 during any 6-month period.
(j) the Disposition disposition of the Arkoma Assets equity interests of Atlas Xxxxxxxxx (or all or substantially all of the assets of Atlas Xxxxxxxxx) on terms and conditions reasonably satisfactory to Persons other the Parent or any of its Subsidiaries; provided that (i) such Disposition is made at least for Fair Market ValueAdministrative Agent, and (ii) dispositions of assets solely to the Parent or extent required to consummate the Restricted Subsidiary disposing thereof shall receive at the time of such Disposition not less than 75% of the consideration therefor in the form of cash or cash equivalents and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii)Specified Transaction.
(k) Dispositions dispositions of Property (including, without limitation, ARP Titan Energy Units) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition is made at least for Fair Market Valuefair market value, and (ii) the Parent or such Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalentsCash Equivalents.
Appears in 1 contract
Sale of Properties. The Parent Borrower 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 Borrower 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))9.10.
(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 the APL Units or ARP Units owned by the Parent and Borrower or 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 APL Units and ARP Units and other than the Arkoma Assets Equity Interests in the APL General Partner and the ARP UnitsGeneral Partner) 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 the consideration therefor in the form of cash or cash equivalents and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii).
(k) Dispositions of Property (including, without limitation, APL Units and ARP UnitsUnits and Equity Interests in the APL General Partner and the ARP General Partner) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition is made at least for Fair Market Value, Value and (ii) the Parent Borrower or such Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalents.
Appears in 1 contract
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(dSection 9.10(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 the ARPTitan Energy 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 ARPTitan Energy 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 Valuedisposition of the equity interests of Atlas Xxxxxxxxx (or all or substantially all of the assets of Atlas Xxxxxxxxx) on terms and conditions reasonably satisfactory to the Administrative Agent, and (ii) dispositions of assets solely to the Parent or extent required to consummate the Restricted Subsidiary disposing thereof shall receive at the time of such Disposition not less than 75% of the consideration therefor in the form of cash or cash equivalents and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii)Specified Transaction.
(k) Dispositions dispositions of Property (including, without limitation, ARP ARPTitan Energy Units) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition is made at least for Fair Market Valuefair market value, and (ii) the Parent or such Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalentsCash Equivalents.
Appears in 1 contract
Sale of Properties. The Parent Borrower 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 other transfer of Hydrocarbons and other Property in the ordinary course of business and consistent with past practices.
(b) farm-outs of undeveloped acreage, zones or depths and assignments in connection with such farm-outs.
(c) the sale or transfer of equipment that is no longer necessary for the business of the Parent Borrower or such Restricted Subsidiary or is replaced by equipment of similar value and use.
(bd) the sale, contribution or issuance of any Equity Interests in any Restricted Subsidiary to the Borrower or any other Loan Party.
(ce) 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.
(df) 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))9.10.
(eg) 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(n9.05(m).
(fh) 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).
(gi) sales or dispositions of less than all or substantially all of the APL Units or ARP Units owned by the Parent and Borrower or the Restricted Subsidiaries that are expressly consented to in writing by the Administrative Agent and the Super Majority Lenders.
(hj) 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.
(ik) other sales and dispositions of Properties (other than APL Units and ARP Units and other than the Arkoma Assets Equity Interests in the APL General Partner and the ARP UnitsGeneral Partner) having an aggregate fair market value not greater than $10,000,000 during any 6-month period.
(jl) 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 the consideration therefor in the form of cash or cash equivalents sales and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii).
(k) Dispositions dispositions of Property (including, without limitation, APL Units, ARP Units, Equity Interests in the APL General Partner, Equity Interests in the ARP General Partner, and the Arkoma Assets) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition disposition is made at least for Fair Market Valuefair market value, and (ii) the Parent Borrower or such Restricted Subsidiary shall receive receives not less than 75% of such consideration in the form of cash or cash equivalents, (iii) after giving effect to such disposition, the Borrower is in Pro Forma Compliance with Section 9.01, (iv) no Default or Event of Default has occurred and is continuing or would result therefrom, and (v) (A) if the Recognized Value Ratio is greater than or equal to 2.00 to 1.00 immediately prior to such disposition, the Borrower or such Restricted Subsidiary applies the net cash proceeds received from such disposition as a prepayment of the Debt outstanding under the Secured Term Loan Facility to the extent required under Section 3.04 of the Secured Term Loan Agreement (without giving effect to any amendments or waivers thereto following the Effective Date that reduce the amount of any such mandatory prepayment or delay or postpone the due date of any such mandatory prepayment) or (B) if the Recognized Value Ratio is less than 2.00 to 1.00 immediately prior to such disposition, the Borrower or such Restricted Subsidiary applies the net cash proceeds from such disposition in accordance with Section 3.04(c)(iii).
Appears in 1 contract
Sale of Properties. The Parent Borrower 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 Borrower 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))9.10.
(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(n9.05(m).
(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 the APL Units or ARP Units owned by the Parent and Borrower or 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 APL Units and ARP Units and other than the Arkoma Assets Equity Interests in the APL General Partner and the ARP UnitsGeneral Partner) having an aggregate fair market value not greater than $10,000,000 5,000,000 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 the consideration therefor in the form of cash or cash equivalents and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii).
(k) Dispositions of Property (including, without limitation, ARP Units) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition is made at least for Fair Market Value, and (ii) the Parent or such Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalents.
Appears in 1 contract
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(dSection 9.10(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 the 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 the consideration therefor in the form of cash or cash equivalents and (iii) an amount equal to 100% of the Net Cash Proceeds of such Disposition is applied in accordance with the requirements of Section 3.04(e)(ii).
(k) Dispositions of Property (including, without limitation, ARP Units) to Persons other than Loan Parties not otherwise permitted under this Section 9.11; provided that (i) such Disposition is made at least for Fair Market Valuefair market value, and (ii) the Parent or such Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalentsCash Equivalents.
Appears in 1 contract