Sale of Properties Clause Samples

Sale of Properties. Section 9.13

Sale of Properties. The Borrower will not, nor will it permit any other Credit Party to, sell, assign, farm-out, convey 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; (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 or use; (d) Transfers of Oil and Gas Properties that are not Proved Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base; (i) Transfers of Oil and Gas Properties that comprise Proved Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base, provided that such Transfers are for fair market value, (ii) the unwinding or termination of commodity Swap Agreements; or (iii) 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; provided that in the case of clause (i) or (ii) above, except with respect to any novation or replacement, as applicable, contemplated by the final proviso of this Section 9.10(e), at least seventy-five percent (75%) (or such greater percentage as may be required to eliminate any resulting Borrowing Base Deficiency) of the consideration received in respect of such sale or other disposition or unwinding or termination, as applicable, shall be cash or cash equivalents; provided, further, that to the extent that, if during any period commencing with the later of the most recent Scheduled Redetermination Date or the most recent adjustment to the Borrowing Base pursuant to this Section 9.10 through the next Scheduled Redetermination Date, Oil and Gas Properties and commodity Swap Agreements with an aggregate Borrowing Base value in excess of five percent (5%) of the Borrowing Base value of all Oil ...

Sale of Properties. On any Business Day, Borrowers may obtain the release of the Charlotte Property (but not, for the avoidance of doubt, any other Property, except to the extent set forth in the last sentence of this Section 2.4.1) from the Lien of the Charlotte Mortgage (and related Loan Documents) thereon upon a bona fide third-party sale of the Charlotte Property, provided each of the following conditions are satisfied: (a) The sale of the Charlotte Property is pursuant to an arms’ length agreement to a third party not Affiliated with any Borrower or Guarantor, and in which no Borrower and no Affiliate of Borrower and/or Guarantor has any beneficial interest; (b) Both immediately before such sale and immediately thereafter, no Default or Event of Default shall be continuing; (c) Borrowers shall: (i) make a prepayment of Principal in an amount equal to the Release Amount; (ii) pay to Lender any Prepayment Premium on the Principal being prepaid pursuant to subclause (i) of this clause (c); (iii) pay all accrued and unpaid interest on the Principal being prepaid pursuant to subclause (i) of this clause (c) (including, if such prepayment is not made on a Payment Date, interest that would have accrued on such prepaid Principal to, but not including, the next Payment Date); (d) After giving effect to such release, each Borrower shall remain a Special Purpose Bankruptcy Remote Entity; (e) The representations and warranties made by Borrowers and/or Guarantor in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale (and after giving effect to such sale), except to the extent any such representation or warranty is no longer true or correct due to any changes in facts or circumstances occurring after the Closing Date that do not constitute a Default or Event of Default and were not caused by the occurrence of a Default or Event of Default; (f) Borrowers shall have given Lender at least thirty (30) days’ prior written notice of such sale, accompanied by a copy of the applicable contract of sale and all related documents, and drafts of any applicable release documents (which shall be subject to ▇▇▇▇▇▇’s approval); (g) Borrowers shall have delivered to Lender a copy of the final closing settlement statement for such sale at least two (2) Business Days prior to the closing of such sale; (h) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys’ fees) incurred by ▇▇▇▇▇▇ in con...

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. 62 Section 9.17

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, 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. 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.

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.