Triggering Disposition definition
Triggering Disposition means any conveyance, sale, lease, assignment, transfer or otherwise disposition of any Other Asset, Easement or Fee Owned Property or, in the case of any Restricted Subsidiary, any shares of such Restricted Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Restricted Subsidiary, in each case where the Annualized Adjusted Consolidated EBITDA associated therewith is in excess of one percent (1%) of the Annualized Adjusted Consolidated EBITDA for the most recent Fiscal Quarter prior to such date for which financial statements are required to have been delivered pursuant to Section 5.1(a) or Section 5.1(b) of this Agreement.
Triggering Disposition means any Disposition (including sales of stock of Subsidiaries) (other than a transfer of assets by the Borrower or any Subsidiary of the Borrower to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.” For purposes of the definition of Triggering Disposition and Section 2.04(b)(i), Dispositions shall not include Dispositions permitted by Section 7.07(a) or (b).
Triggering Disposition means any Disposition of any Oil and Gas Properties (including Casualty Events but excluding any Disposition of any Oil and Gas Properties to a Loan Party (other than the Parent)), any monetization, Liquidation, close-out or other similar action of any Swap Agreements, including in connection with a Disposition of Oil and Gas Properties, (and any sale of Equity Interests in a Subsidiary that owns Oil and Gas Properties or is a party to Swap Agreements (excluding, in each case, any sale of Equity Interests to a Loan Party (other than the Parent))).
Examples of Triggering Disposition in a sentence
In the event the Borrower or any of its subsidiaries intends to Dispose of any Oil and Gas Properties, Midstream Assets or any Equity Interests in any such subsidiary or Liquidate any Swap Agreement, in each case that could reasonably be expected to be a Triggering Disposition, prior written notice thereof.
The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within two (2) Business Days following the receipt by any Loan Party of Net Proceeds in respect of such Debt or such Triggering Disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
Such decrease in the Borrowing Base shall occur automatically upon the consummation of such Triggering Disposition on the date of such Triggering Disposition, upon the approval of the Required Revolving Credit Lenders of the amount of such reduction as set forth above.
The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within one (1) Business Day following the receipt by any Credit Party of Net Proceeds in respect of such Permitted Senior Unsecured Debt or such Triggering Disposition, as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.
Seller shall have ten (10) days from the date of receipt of the offer within which to accept such offer, during which period such Seller shall have reasonable access to the Buyer's books and records relating to the subject of the Buyer Triggering Disposition.
More Definitions of Triggering Disposition
Triggering Disposition means any Disposition (including sales of stock of Restricted Subsidiaries) (other than a transfer of assets by the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary that is a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Loan Parties occurring since the Restatement Effective Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.” For purposes of the definition of Triggering Disposition and Section 2.03(b)(i), Dispositions shall not include Dispositions permitted by Section 7.06(a) or Section 7.06(b).
Triggering Disposition means any Disposition (including sales of stock of Restricted Subsidiaries) (other than a transfer of assets by the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary that is a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Loan Parties occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.” For purposes of the definition of Triggering Disposition and Section 2.03(b)(i), Dispositions shall not include Dispositions permitted by Section 7.06(a) or (b).
Triggering Disposition means any Disposition of any Oil and Gas Properties (including Casualty Events but excluding any Disposition of any Oil and Gas Properties to a Loan Party (other than the Parent)), any monetization, Liquidation, close-out or other similar action of any Swap Agreements (and any sale of Equity Interests in a Subsidiary that owns Oil and Gas Properties or is a party to Swap Agreements (excluding, in each case, any sale of Equity Interests to a Loan Party (other than the Parent)) if the aggregate Borrowing Base value (as determined by the Administrative Agent in its sole discretion, in a manner consistent with its normal oil and gas lending criteria at the time of such determination, and based upon the engineered value attributed to such properties in the most recent Reserve Report delivered hereunder), if any, of such Oil and Gas Properties directly or indirectly Disposed of and Swap Agreements directly or indirectly monetized, Liquidated, closed-out (or similar action taken) (inclusive of the Oil and Gas Properties or Swap Agreements then being sold or liquidated) (a) prior to the First Scheduled Borrowing Base Date exceeds $0.00 or (b) after the First Scheduled Borrowing Base Date, during any period of six consecutive calendar months, exceeds (x) prior to the repayment in full of the Term Loans, $20,000,000 and (y) thereafter, 5% of the Borrowing Base that was in effect on the first day of such period.
Triggering Disposition. “Register” has the meaning set forth in Section 10.07(c). “Registered Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the MLP and the Borrower as prescribed by the Securities Laws. “Reinvested” means used for Capital Expenditures or Acquisitions in connection with the Midstream Business of a Loan Party or Investments in Persons permitted by Section 7.02. “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Person’s Affiliates. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating or other movement into the air, ground, surface water or soil. “Replacement Rate” shall have the meaning set forth in Section 3.03. “Replacement Rate Amendment” shall have the meaning set forth in Section 3.03. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived. “Request for Credit Extension” means (a) with respect to a Committed Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. “Required Lenders” means (a) on any date of determination prior to the Maturity Date, those Lenders holding more than 50% of the Aggregate Commitments, and (b) on any date of determination on or after the Maturity Date, those Lenders holding more than 50% of the Outstanding Amount of Loans and of L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided, that the Commitment of, and the portion of the outstanding Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. “Responsible Officer” means the president, chief executive officer, chief financial officer, controller, treasurer or assistant treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership, limited liability compa...
Triggering Disposition means any conveyance, sale, lease, assignment, transfer or other disposition of any Other Asset, Easement or Fee Owned Property or, in the case of any Restricted Subsidiary, any shares of such Restricted Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than a Borrower or a Restricted Subsidiary, in each case where the Annualized Adjusted Consolidated EBITDA associated therewith is in excess of one percent (1%) of the Annualized Adjusted Consolidated EBITDA for the most recent Fiscal Quarter prior to such date for which financial statements are required to have been delivered pursuant to Section 5.1(a) or Section 5.1(b) of this Agreement.
Triggering Disposition means any Disposition (including sales of stock of Restricted Subsidiaries) (other than a transfer of assets by the Borrower or any Restricted Subsidiary that is a Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary that is a Wholly- Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Loan Parties occurring since the Closing Ninth Amendment Effective Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.” For purposes of the definition of Triggering Disposition and Section 2.03(b)(i), Dispositions shall not include Dispositions permitted by Section 7.06(a, (b), (g) or (hb). “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. “U.C.C.” means the Uniform Commercial Code, as in effect in the state of New York. “U.S. Flag Vessels” shall have the meaning set forth in Section 5.21(a). “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “U.S. Special Resolution Regimes” has the meaning set forth in Section 10.24. “U.S. Tax Compliance Certificate” has the meaning assigned to such term in of Section 3.01(f)(ii). “U.S. Vessel Mortgages” means, collectively, (a) that certain Second Amended and Restated First Preferred Fleet Mortgage dated as of November 10, 2005, executed by the Borrower in favor of Royal Bank, as collateral agent, as amended by that certain First Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as
Triggering Disposition means, subject to the last sentence hereof, any sale or other Disposition of any Oil and Gas Properties to which Proved Reserves are attributed (including casualty, eminent domain, or condemnation events with respect to any property of a Restricted Person, but excluding any sale or other Disposition of any Oil and Gas Properties to a Restricted Person) and any termination or other liquidation of any commodity Hedging Contract if the aggregate Borrowing Base value (which, for purposes hereof, shall mean the value Administrative Agent attributed in its discretion to such Oil and Gas Property or Hedging Contract for purposes of the most recent determination of the Borrowing Base), if any, of such Oil and Gas Properties directly or indirectly sold or Disposed of and Hedging Contracts directly or indirectly terminated or otherwise liquidated (inclusive of the Oil and Gas Properties or Hedging Contracts then being sold or liquidated) during any period between Determination Dates exceeds 5% of the Borrowing 37 CREDIT AGREEMENT Base then in effect. The following shall not constitute a “Triggering Disposition”: (a) any transfer (by novation or otherwise) of a Hedging Contract from Borrower or any Restricted Person to Borrower or any Restricted Person, (b) any assignment or novation of a Hedging Contract from the existing counterparty to an Approved Counterparty, with Borrower or any Restricted Person being the “remaining party” for purposes of such assignment or novation, (c) the termination of a Hedging Contract at the end of its stated term, and (d) any replacement, in a substantially contemporaneous transaction, of one or more Hedging Contracts of Borrower or any Restricted Person with one or more Hedging Contracts with Borrower or any Restricted Person covering Hydrocarbons of the type that were hedged pursuant to such replaced Hedging Contract(s) and with notional volumes, prices and tenors not less favorable to Borrower or the applicable Restricted Person as those set forth in such replaced Hedging Contract(s) and without cash payments (other than transaction expenses) to Borrower or any Restricted Person in connection therewith.