Sales of Properties. Obligors will not, and will not permit any Subsidiary to make any Asset Disposition except for:
(a) the sale of Inventory in the Ordinary Course of Business;
(b) the sale or transfer of Equipment or other assets that are obsolete, worn out or no longer necessary or useful for the business of Obligors or Subsidiaries or are replaced by other comparable Equipment or other goods;
(c) any Asset Disposition (other than an Asset Disposition of Accounts) the consideration for which is at least equal to the fair market value thereof and (A) at least 75% of such consideration received is in the form of cash or Cash Equivalents and (B) the fair market value of all forms of consideration other than cash or Cash Equivalents received for such Asset Disposition (such fair market value of each such consideration determined on the date of the receipt of such consideration) does not exceed $10,000,000 in the aggregate for all such dispositions;
(d) the transfer of Property by a Subsidiary to an Obligor or by an Obligor to another Obligor or by a Canadian Domiciled Obligor to another Canadian Domiciled Obligor;
(e) (i) the sale of Obligors’ treasury stock, and (ii) the sale or issuance of any Subsidiary’s Equity Interests to an Obligor;
(f) an exchange or “swap” of assets of any Obligor or any Subsidiary for the assets of a Person other than an Obligor or any Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Obligor or such Subsidiary, as applicable, shall have received reasonably equivalent value for such assets, such value to be demonstrated to the reasonable satisfaction of Administrative Agent;
(g) dispositions of Property as a result of condemnation, eminent domain or similar proceedings; 190
(h) Asset Dispositions (i) constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3 or (ii) Cash Equivalents; and
(i) Asset Dispositions of Accounts obtained by any Obligor or any Subsidiary out of the Ordinary Course of Business or discounts granted to settle collection of Accounts or the sale of defaulted Accounts arising in the Ordinary Course of Business in connection with the compromise or collection thereof and not in connection with any financing transaction as long as (i) such Accounts are not Eligible Accounts (as defined in the ABL Credit Agreement) and (ii) the aggregate amount of all such Accounts so disposed does not exceed $5,0...
Sales of Properties. Obligors will not, and will not permit any Subsidiary to make any Asset Disposition except for:
Sales of Properties. During the time period commencing on the Closing Date and ending one hundred eighty (180) days thereafter (the “No Flip Period”), if more than $8,601,656 of net proceeds are received from the sale of one or more of the Properties or any interest with respect thereto to third parties during the No Flip Period, then with respect to any amounts received from the sale of any Property, or any interest with respect thereto, negotiated or closed during the No Flip Period, Innovo shall receive thirty percent (30%) of any net proceeds received in excess of $8,601,656 at the closing of such sale; provided, however, that no such obligation shall exist with respect to the sale of Properties negotiated and sold after the termination of the No Flip Period. For purposes of this Section 6, “net proceeds” shall mean gross proceeds received from the sale of a Property or any interest with respect thereto minus closing costs, commissions, proceeds paid to Bank of America or any other lienholder for such sold Property. Further, for purposes of this Section 6, “negotiated” shall mean (1) any written agreement or contract entered into prior to the termination of the No Flip Period and consummated after the termination of the No Flip Period and (2) any letter of intent, term sheet, written proposal or similar document (collectively, the “Letter Offer”) regarding the sale of any Property or any interest with respect thereto that is delivered or executed by the Series A Stockholders or their affiliates and/or by a buyer of any Property and a transaction to sell such Property or any interest with respect thereto is consummated after the termination of the No Flip Period on substantially the same terms as presented in the Offer Letter.
Sales of Properties. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, assign, farm-out, lease or otherwise transfer or dispose of any Properties other than (a) sales of Hydrocarbon production in the ordinary course of business and sales of obsolete or worn-out equipment in the ordinary course of business, (b) sales or transfers of Properties by any of the Borrower's wholly-owned Subsidiaries to the Borrower or any such other wholly-owned Subsidiary, (c) the sale of the Costxxxx Xxxestiture Properties; provided that with respect to any such sale of Costxxxx Divestiture Properties (i) the sale is consummated on or before June 18, 1999, (ii) the cash sales proceeds received by the Borrower for each group of Costxxxx Xxxestiture Properties is not less than the Minimum Sales Price for such group of Costxxxx Xxxestiture Properties as set forth on Schedule 6.07, (iii) at least 60% of the sales proceeds from such sale is applied to partially repay the Loans and (iv) the remaining sales proceeds are applied by the Borrower toward the payment of (y) existing Indebtedness and obligations of the Borrower and/or (z) the costs and expenses of operating, maintaining and developing its Oil and Gas Properties, and (d) the sale of the Rocky Mountain Divestiture Properties; provided that with respect to any such sale of Rocky Mountain Divestiture Properties (i) the sale is consummated on or before June 18, 1999, (ii) the cash sales price for each group of Rocky Mountain Divestiture Properties is not less than the Minimum Sales Price for such group of Rocky Mountain Divestiture Properties as set forth on Schedule 6.07, (iii) at least 60% of the cash sales proceeds received by the Borrower at closing for each group of Rocky Mountain Divestiture Properties is applied to partially repay the Loans, (iv) the remaining cash sales proceeds received by the Borrower at closing for each group of Rocky Mountain Divestiture Properties are applied by the Borrower toward the payment of (y) existing Indebtedness and obligations of the Borrower and/or (z) the costs and expenses of operating, maintaining and developing its Oil and Gas Properties, (v) the cash sales proceeds to be received by the Borrower at closing for each group of Rocky Mountain Divestiture Properties is not less than 75% of the total cash sales price for such group of Rocky Mountain Divestiture Properties (vi) the Agent, in its sole discretion, shall have approved of the terms of the sale of each group of ...
Sales of Properties. In the event that prior to the Initial Closing Date, the MARC Principals have sold a Property pursuant to Section 11.1.3 below, the MARC Principals shall pay to First Union an amount, if any, equal to 40.83%, in the case of a Group A Property or Group B Property or 50% in the case of a Group D Property, of the excess, if any, of (i) the net sales proceeds (i.e. the gross sale price less any prorations and other adjustments to the buyer which are credited against the purchase price) realized for any Group A Property, Group B Property or Group D Property, inclusive of fees paid on account of the acquisition of any property management agreements, less all reasonable closing costs incurred by the applicable Property Owner in connection with such sale including a 1% disposition fee (which may be payable to a MARC Entity) over (ii) the amount set forth on Schedule 1A, Schedule 1B or Schedule 1D, as applicable, for such Property under the heading “Threshold Amount”.
Sales of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, assign, transfer, lease, convey or otherwise dispose of any of its Properties, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except:
(a) Sales of inventory in the ordinary course of its business;
(b) Sales or transfers constituting Investments permitted pursuant to Subsections 7.5(d), (e), or (f);
(c) Sales or dispositions of worn out or obsolete tools or equipment no longer used or useful in the business of the Borrower or such Subsidiary of the Borrower;
Sales of Properties. In the event that prior to the Initial Loan Advance Date or, with respect to a Group B Property, the Group B Properties Loan Advance Date, the MARC Principals have sold a Group A Property, a Group B Property or a Group D Property pursuant to Section 11.1.3 below, the MARC Principals shall pay to First Union an amount, if any, equal to 40.83%, in the case of a Group A Property or Group B Property or 50% in the case of a Group D Property, of the excess, if any, of (i) the net sales proceeds (i.e. the gross sale price less any prorations and other adjustments to the buyer which are credited against the purchase price) realized for any Group A Property, Group B Property or Group D Property, inclusive of fees paid on account of the acquisition of any property management agreements, less all reasonable closing costs incurred by the applicable Property Owner in connection with such sale including a 1% disposition fee (which may be payable to a MARC Entity) over (ii) the amount set forth on Schedule 1A, Schedule 1B or Schedule 1D, as applicable, for such Property under the heading "Threshold Amount".
Sales of Properties. The Borrower will not sell, transfer, assign, farm-out, lease or otherwise transfer or dispose of any Properties other than (a) sales of Hydrocarbon production in the ordinary course of business and sales of obsolete or worn-out equipment in the ordinary course of business, and (b) any other sale of Properties sold at fair market value, so long as the aggregate Net Proceeds for all such sales made under this subclause (b) during the period between each redetermination of the Borrowing Base does not exceed $1,000,000.
Sales of Properties. The Borrower will not, and will not permit any Restricted Subsidiary to sell, transfer, lease or otherwise dispose of Property except for:
(a) the sale of Inventory in the Ordinary Course of Business;
(b) the sale or transfer of Equipment or other goods that is obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrower or such Restricted Subsidiary or is replaced by Equipment or other goods;
(c) any sale, transfer, lease or other disposition of Property the consideration for which is at least fair market value thereof and with respect to which (i) at least 75% of the consideration received in such sale, transfer, lease or other disposition is in the form of cash, Cash Equivalents or Deemed Cash Equivalents and (ii) the fair market value of all forms of consideration other than cash or Cash Equivalents or Deemed Cash Equivalents received for such sales, transfers, leases and other dispositions does not exceed $15,000,000 in the aggregate; provided that, with respect to any disposition pursuant to this Section 10.2.9
Sales of Properties. (a) The Borrower shall not sell, assign, transfer, lease, convey or otherwise dispose of any of its Properties, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except:
(i) Sales of Hydrocarbons or inventory in the ordinary course of its business provided that no contract for the sale of Hydrocarbons shall obligate the Borrower to deliver Hydrocarbons produced from any of the Mortgaged Properties at some future date without receiving full payment therefor within 90 days of delivery; or
(ii) Sales or dispositions of worn out or obsolete tools or equipment no longer used or useful in the business of the Borrower; or
(iii) Oil and Gas Interests not constituting, individually or in the aggregate, all or substantially all of its Property for consideration not less than the fair market value of such Oil and Gas Interests so long as the aggregate net proceeds of all such sales by the Borrower do not exceed $50,000. The Borrower shall not discount, sell, pledge or assign any notes payable to it, accounts receivable or future income except to the extent expressly permitted under the Loan Documents.
(b) The Parent Guarantor shall not sell, assign, transfer, lease, convey or otherwise dispose of any of the Designated Showbiz Stock, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so.
