Sales of Properties Sample Clauses
Sales of Properties. The Borrowers will not, and will not permit any Restricted 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(b) the sale or transfer of Equipment or other goods that is obsolete, worn out or no longer necessary for, or used or useful in, the business of the Borrowers or such Restricted Subsidiary or is replaced by Equipment or other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 (i) at least 75% of such consideration received 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 Asset Disposition does not exceed $15,000,000 in the aggregate for all such dispositions;
(d) the transfer of Property by a Subsidiary or a Guarantor to a Borrower or another Guarantor;
(e) the sale of the Borrowers’ treasury stock and the sale or issuance of any Subsidiary’s Equity Interests to a Borrower or any Guarantor;
(f) an exchange or “swap” of assets of any Borrower or any Restricted Subsidiary for the assets of a Person other than a Borrower or any Restricted Subsidiary in the Ordinary Course of Business, provided that (i) the assets received will be used or useful in its business, (ii) such Borrower or such Restricted 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) Asset Dispositions constituting Investments permitted under Section 10.2.4 or constituting Distributions permitted by Section 10.2.3;
(h) licenses of Oilfield Intellectual Property;
(i) Asset Dispositions of drill pipe or down hole equipment lost, abandoned or destroyed in the Ordinary Course of Business;
(j) Asset Dispositions of Accounts obtained by any Borrower or any Restricted Subsidiary out of the Ordinary Course of Business or the settlement of joint interest billing accounts in 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 and (ii) the aggregate amount of all such ...
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 Cost▇▇▇▇ ▇▇▇estiture Properties; provided that with respect to any such sale of Cost▇▇▇▇ Divestiture Properties (i) the sale is consummated on or before August 10, 1999, (ii) the cash sales proceeds received by the Borrower for each group of Cost▇▇▇▇ ▇▇▇estiture Properties is not less than the Minimum Sales Price for such group of Cost▇▇▇▇ ▇▇▇estiture 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, (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 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 Rocky Mountain Divestiture Properties, (vii) 100% of t...
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 Concho Properties for a purchase price of $17,000,000; provided, that at least $13,500,000 of the sales proceeds from the sale of the Concho Properties is used to partially repay the Loans, and (d) 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 (d) during the period between each redetermination of the Borrowing Base does not exceed $1,000,000."
c. The following defined terms are hereby added to Annex A of the Credit Agreement in their appropriate alphabetical order:
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, and (c) 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 (c) during the period between each redetermination of the Borrowing Base does not exceed $1,000,000.
Sales of Properties. 4.3.1 Except as otherwise provided in the second paragraph of this Section 4.3, Realty Company shall not market, sell or permit to be sold any Property except for a cash purchase price payable in its entirety at the closing thereof and, in any event, shall not market, sell or permit to be sold any Property for an amount less than 100% of the Scheduled Amount for such Property as shown on Exhibit 1.1. Further, Realty Company shall not, without Lender's prior written consent, encumber or lease any Property or enter into or cause to be entered into an agreement for the sale of any Property contemplating a closing more than six months from the date of the offer accepted by Realty Company for such property. Realty Company shall not market, sell or permit to be sold any Property except in a manner consistent with this Section 4.3 and all other provisions of the Loan Document pertaining to such sales.
4.3.2 It is understood and agreed that Realty Company shall not accept or be permitted to accept an offer for purchase of a Property from, or sell a Property to, any of the Borrowers or any Affiliates of Borrowers or any Person to whom Realty Company directly or indirectly has granted the right to participate in gains from any such sale.
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 Concho 1998 Properties for a purchase price of $8,466,000 (as such purchase price may be adjusted under the terms of the Concho 1998 Purchase Agreement), and (d) 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 (d) during the period between each redetermination of the Borrowing Base does not exceed $1,000,000."
d. The following defined terms are hereby added to Annex A of the Credit Agreement in their appropriate alphabetical order:
Sales of Properties. Except for (i) Permitted Encumbrances, (ii) as set forth in Schedule 3.11(e), and (iii) sales of produced Hydrocarbons in the ordinary course of business, neither any of the Companies nor Subsidiary has sold, exchanged, disposed of, or encumbered or shall sell, exchange, dispose of, or encumber, any of their respective Oil and Gas Properties, Investments or material Other Assets.
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 and (c) the sale of the Cost▇▇▇▇ ▇▇▇estiture Properties; provided that with respect to any such sale of Cost▇▇▇▇ Divestiture Properties (i) the sale is consummated on or before June 1, 1999, (ii) no Default exists at the time such sale is consummated, (iii) the cash sales proceeds received by the Borrower for each group of Cost▇▇▇▇ ▇▇▇estiture Properties is not less than the Minimum Sales Price for such group of Cost▇▇▇▇ ▇▇▇estiture Properties as set forth on Schedule 6.07, (iv) at least 60% of the sales proceeds from such sale is applied to partially repay the Loans and (v) 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."
f. The following defined terms are hereby added to Annex A to the Credit Agreement in their appropriate alphabetical order: