Common use of Dividend and Other Payment Restrictions Clause in Contracts

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 to be incurred; (ii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; and (iii) with respect to Section 16(a)(iii) only, any of the following encumbrances or restrictions: (A) customary non-assignment provisions in leases, licenses and contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 66-2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 B-1 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 to be incurred; (ii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; and (iii) with respect to Section 16(a)(iii) only, any of the following encumbrances or restrictions: (A) customary non-assignment provisions in leases, licenses and contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits; (2) pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (ii3) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or (iii4) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiary. (b) The However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) Existing Indebtedness and the Senior Credit Facilities as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, of any thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not, taken as a whole, materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Subsidiary Guaranties, the Exchange Notes or the Registration Rights Agreement; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock agreement of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, provided however, that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 the terms of this Indenture to be incurred; (ii5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired or leased of the nature described in clause (4) of paragraph (a) of this Section 4.05; (7) secured Indebtedness otherwise permitted under this Indenture, the terms of which limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) Permitted Refinancing Indebtedness; provided, however, that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, taken as a whole, materially more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being Refinanced; (9) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by such Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (10) Liens permitted to be incurred by Section 4.11 of this Indenture that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition, dividend or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock or equity sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements; and (iii12) with respect to Section 16(a)(iii) only, any of the following encumbrances restrictions on cash or restrictions: (A) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will The Issuers shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary of an Issuer to: (i1) pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary of an Issuer (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits; (2) pay any Indebtedness owed to the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiariesan Issuer; (ii3) make loans or advances to the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiariesan Issuer; or (iii4) transfer any of its properties or assets to the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiaries. (b) The an Issuer. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) Existing Indebtedness as in effect on the date of this Indenture; (2) the Senior Credit Facilities as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, of any thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not, taken as a whole, materially more restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness or Senior Credit Facilities as in effect on the date of this Indenture; (3) this Indenture, the Notes, the Guarantees, the Exchange Securities or the Registration Rights Agreement; (4) any applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement of a Person acquired by the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiaries an Issuer as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 the terms of this Indenture to be incurred; (ii6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (4) of the preceding paragraph; (8) secured Indebtedness otherwise permitted under this Indenture, the terms of which limit the right of the debtor to dispose of the assets securing such Indebtedness; (9) Permitted Refinancing Indebtedness; provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, taken as a whole, materially more restrictive to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced; (10) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by such Restricted Subsidiary or transfers such asset pending its the sale or other disposition; (11) provisions limiting the disposition, dividend or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock or equity sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements; and (iii12) with respect to Section 16(a)(iii) only, any of the following encumbrances restrictions on cash or restrictions: (A) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the The Company will shall not, and will shall not permit any of its the Company's Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its the Company's Restricted Subsidiaries; (ii2) make loans or advances to the Company or any of its the Company's Restricted Subsidiaries; or (iii3) transfer any of its properties or assets to the Company or any of its the Company's Restricted Subsidiaries. (b) The . However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (i1) contractual encumbrances or restrictions as in effect on the date of this Supplemental Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Supplemental Indenture; (2) the Supplemental Indenture and the Notes; (3) applicable law or any applicable rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its the Company's Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 the terms of the Indenture to be incurred, provided, further that any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the original instrument at the time of such acquisition; (ii5) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of the stock, business, assets or property of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; andSubsidiary; (iii8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than the dividend and other payment restrictions contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.06 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to Section 16(a)(iii) onlythe disposition or distribution of assets or property in joint venture agreements, any of the following encumbrances or restrictions:asset sale agreements, stock sale agreements and other similar agreements; (A11) customary non-assignment provisions in leases, licenses and restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (B12) purchase money obligations for property acquired in agreements governing Credit Facilities, Currency Hedging Obligations, Interest Hedging Obligations, Indebtedness of Foreign Subsidiaries or Indebtedness incurred under clause (14) of the ordinary course definition of business that impose restrictions on the property so acquiredPermitted Debt; (C13) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer provisions of any property or asset that is subject to a leasefranchise, farm-in agreement or farm-out agreement, license distribution or similar contract, or the assignment or transfer of any such lease, license or other contractagreements; and (E14) customary restrictions any encumbrance or restriction which by its terms permits the payment of dividends and the making of other distributions, making of loans or advances or transfer of properties or assets to the Company to the extent needed to pay principal, premium, if any, and interest on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of businessNotes at their Stated Maturity.