Common use of Sale or Discount of Receivables Clause in Contracts

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 57 contracts

Samples: Term Loan Credit (Rex Energy Corp), Credit Agreement (Vanguard Natural Resources, LLC), Credit Agreement (Pyramid Oil Co)

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Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary of its Subsidiaries 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 receivable 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, neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 30 contracts

Samples: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Constellation Energy Partners LLC), Credit Agreement (Evolve Transition Infrastructure LP)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Parties 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 receivable 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, the Borrower will not, and will not permit any Subsidiary other Loan Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 16 contracts

Samples: Credit Agreement (Memorial Production Partners LP), Credit Agreement (Memorial Production Partners LP), Credit Agreement (Rosehill Resources Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 15 contracts

Samples: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Term Loan Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, neither the Borrower will not, and will not permit nor any Subsidiary to, will discount or sell (with or without recourse) to any other Person that is not the Borrower any of its notes receivable or accounts receivable.

Appears in 15 contracts

Samples: Credit Agreement (Jagged Peak Energy Inc.), Security and Pledge Agreement (Magnum Hunter Resources Corp), Credit Agreement (Jagged Peak Energy Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 15 contracts

Samples: Assignment and Assumption (Rosetta Resources Inc.), Senior Revolving Credit Agreement (Rosetta Resources Inc.), Credit Agreement (Eagle Rock Energy Partners L P)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Group Members 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 receivable 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, the Borrower will not, and will not permit any Subsidiary other Group Member to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 8 contracts

Samples: Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary other Loan Party 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 receivable 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, the Borrower will not, and will not permit any Subsidiary other Loan Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 7 contracts

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.), Credit Agreement (Berry Corp (Bry)), Credit Agreement (Sitio Royalties Corp.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Parties 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 receivable 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, Parent and the Borrower will not, and will not permit any Subsidiary other Loan Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 6 contracts

Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Inc.), Credit Agreement (Sundance Energy Australia LTD)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Restricted Subsidiary out of that are outside 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 receivable 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, neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 6 contracts

Samples: Credit Agreement (Comstock Oil & Gas Investments, LLC), Credit Agreement (Comstock Resources Inc), Credit Agreement (Vital Energy, Inc.)

Sale or Discount of Receivables. Except for (a) receivables obtained by the Borrower or any Restricted Subsidiary out of the ordinary course of business or (b) the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable 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, neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 6 contracts

Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Credit Agreement (Legacy Reserves Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the either Borrower or any 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 receivable 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, the neither Borrower will not, and will not permit nor any Subsidiary to, will discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 5 contracts

Samples: Term Loan Agreement (Quest Resource Corp), Third Lien Term Loan Agreement (Quest Resource Corp), Loan Agreement (Quest Resource Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary of its Subsidiaries 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 receivable 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, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 5 contracts

Samples: Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (APEG Energy II, LP), Credit Agreement (Whittier Energy Corp)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower will not, and nor will not it permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivablereceivable to any Person other than another Credit Party.

Appears in 5 contracts

Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 5 contracts

Samples: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP), Secured Revolving Credit Agreement, Credit Agreement (Viper Energy Partners LP)

Sale or Discount of Receivables. Except for receivables obtained by the any Borrower or any 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 receivable 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, the no Borrower will notwill, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 5 contracts

Samples: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)

Sale or Discount of Receivables. Except for receivables ---------------------------------- obtained by the Borrower or any 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 receivable 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, neither the Borrower will not, and will not permit nor any Subsidiary to, will discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 5 contracts

Samples: Credit Agreement (Crested Corp), Credit Agreement (Crested Corp), Credit Agreement (Crested Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Parent, the 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 receivable 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, the Parent and the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 5 contracts

Samples: Credit Agreement (Rattler Midstream Lp), Credit Agreement (Oasis Midstream Partners LP), Credit Agreement (Oasis Midstream Partners LP)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, neither the Borrower will not, and will not permit nor any Subsidiary to, will discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 4 contracts

Samples: Credit Agreement (Energy Partners LTD), Credit Agreement (Petro Resources Corp), Credit Agreement (Gulfwest Energy Inc)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 4 contracts

Samples: Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp), Credit Agreement (Montage Resources Corp)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 4 contracts

Samples: Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Credit Parties or any Subsidiary the Restricted Subsidiaries 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 receivable 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, none of the Borrower Credit Parties or any of the Restricted Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 4 contracts

Samples: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) to any other Person that is not the Borrower any of its notes receivable or accounts receivable.

Appears in 4 contracts

Samples: Credit Agreement (Extraction Oil & Gas, Inc.), Credit Agreement (Sanchez Energy Corp), Credit Agreement (Extraction Oil & Gas, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivablereceivable to any Person other than the Borrower or any Guarantor.

Appears in 4 contracts

Samples: Credit Agreement (HighPeak Energy, Inc.), Credit Agreement (HighPeak Energy, Inc.), Credit Agreement (HighPeak Energy, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Credit Agreement (Goodrich Petroleum Corp), Credit Agreement (Goodrich Petroleum Corp), Credit Agreement (Goodrich Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Parent, the 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 receivable 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, the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary of its subsidiaries 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 receivable 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, the Parent and the Borrower will not, and will not permit any Subsidiary of its subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Credit Agreement (Grizzly Energy, LLC), Term Loan Credit Agreement (Grizzly Energy, LLC), Credit Agreement (Vanguard Natural Resources, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary out of the Borrower’s Subsidiaries in 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 receivable 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, the Borrower will shall not, and will shall not permit any Subsidiary of the Borrower’s Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Term Loan Agreement (Petroquest Energy Inc), Multidraw Term Loan Agreement (Petroquest Energy Inc), Multidraw Term Loan Agreement (Petroquest Energy Inc)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Party 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 receivable 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 transactiontransaction or any Investments permitted under Section 6.06(d), Holdings and the Borrower will shall not, and will shall not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, neither the Borrower will not, and will not permit nor any Subsidiary to, will discount or sell (with or without recourse) to any other Person that is not the Borrower any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Credit Agreement (Magnum Hunter Resources Corp), Intercreditor Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Parent Guarantor, the Borrower or any Subsidiary of their Subsidiaries 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 receivable 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, the Parent Guarantor and the Borrower will not, and will not permit any Subsidiary of their Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 3 contracts

Samples: Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Diamondback Energy, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Obligors or any Subsidiary the Restricted Subsidiaries 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 receivable or the sale of defaulted accounts arising in the 104 CREDIT AGREEMENT ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, none of the Borrower Obligors or any of the Restricted Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Linn Energy, Inc.), Credit Agreement (Riviera Resources, LLC)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Revolving Credit Agreement (BKV Corp), Credit Agreement (BKV Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Parent, OP LLC and the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Parent or any 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 receivable 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, each of the Parent and the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Parsley Energy, Inc.), Credit Agreement (Parsley Energy, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Material 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 receivable 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, neither the Borrower nor any Material Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (St Mary Land & Exploration Co), Credit Agreement (St Mary Land & Exploration Co)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Restricted Subsidiary out of the ordinary course of business or business, the settlement of joint interest billing accounts in the ordinary course of business or business, discounts granted to settle collection of accounts receivable receivable, 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, the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Plains Exploration & Production Co), Credit Agreement (Plains Exploration & Production Co)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower any Obligor or any 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 receivable 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, the Borrower Obligors will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Note Purchase Agreement (Glori Energy Inc.), Note Purchase Agreement (Glori Energy Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Parties 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.), Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary out of in 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 receivable 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, neither the Borrower will not, and will not permit nor any Subsidiary to, will discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Dune Energy Inc), Credit Agreement (Dune Energy Inc)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Parties 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 receivable 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, each of Parent and the Borrower will not, and will not permit any Subsidiary other Loan Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp), Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Borrowers or any 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 receivable 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, neither the Borrower will not, and will not permit Borrowers nor any Subsidiary to, will discount or sell (with or without recourse) to any other Person that is not a Co-Borrower any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Second Lien Term Credit Agreement (Sanchez Energy Corp), Credit Agreement (Sanchez Energy Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary of its Restricted Subsidiaries 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 receivable or the sale of defaulted accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Parent Guarantor or any Subsidiary other Credit Party 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 receivable 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, the Borrower Parent Guarantor will not, and will not permit any Subsidiary Credit Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (Whiting Petroleum Corp), Credit Agreement (Whiting Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower Parent will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 2 contracts

Samples: Credit Agreement (McMoran Exploration Co /De/), Credit Agreement (McMoran Exploration Co /De/)

Sale or Discount of Receivables. Except for receivables Accounts obtained by the Borrower or any Restricted Subsidiary out of the ordinary course Ordinary Course of business Business or the settlement of joint interest billing accounts in the ordinary course Ordinary Course of business Business or discounts granted to settle collection of accounts receivable Accounts or the sale of defaulted accounts Accounts arising in the ordinary course Ordinary Course of business Business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivableAccounts.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Key Energy Services Inc)

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Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.. 112

Appears in 1 contract

Samples: Credit Agreement (Goodrich Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Parent Guarantor, any Obligor or any 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 receivable 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, none of the Borrower Obligors will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Berry Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Restricted Subsidiary out of that are outside the ordinary course of business or the 146 settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable 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, neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Comstock Resources Inc)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower an Obligor or any 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 receivable 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, the Borrower will not, and will not permit no Obligor or any Subsidiary to, will discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Eex Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Parent Guarantor or the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Exit Credit Agreement (Goodrich Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower any Loan Party or any 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 receivable 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, the Borrower will shall not, and will shall not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (CVR Energy Inc)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, The Parent, OP LLC and the Borrower will not, and will not permit any Subsidiary of their respective Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary out of its Restricted Subsidiaries that are outside 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 receivable 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, neither the Borrower nor any of its Restricted Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Escalera Resources Co.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.. CREDIT AGREEMENT - Page 91

Appears in 1 contract

Samples: Credit Agreement (Lonestar Resources US Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Loan Parties or any Subsidiary of its Subsidiaries 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 receivable 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, none of the Borrower Loan Parties nor any of its Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) to any other Person that is not the Borrower any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Security Agreement and Guaranty Agreement (Magnum Hunter Resources Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary out of the ordinary course of business or business, the settlement of joint interest billing accounts in the ordinary course of business or business, discounts granted to settle collection of accounts receivable receivable, 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Plains Exploration & Production Co)

Sale or Discount of Receivables. Except for receivables ------------------------------- obtained by the 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 receivable 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 transactionreceivable, neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Mission Resources Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Parent, OP LLC and the Borrower will not, and will not permit any Subsidiary of their respective Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary of its Restricted Subsidiaries 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 receivable 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, neither the Borrower nor any of its Restricted Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Linn Energy, LLC)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Company or any 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 receivable 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, the Borrower Company will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Third Supplemental Indenture (Northern Oil & Gas, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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 70 any financing transaction, the Parent and the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Oasis Petroleum Inc.)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Parties 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 receivable 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, the Borrower will shall not, and will shall not permit any Subsidiary other Loan Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Abraxas Petroleum Corp)

Sale or Discount of Receivables. Except for receivables ---------------------------------- obtained by the Borrower or any Material 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 receivable 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, neither the Borrower nor any Material Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Guaranty Agreement (St Mary Land & Exploration Co)

Sale or Discount of Receivables. Except for receivables obtained by the 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 receivable 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, the Borrower Parent Group will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Chord Energy Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Borrowers or any Subsidiary of their Subsidiaries 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 receivable 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, neither of the Borrower Borrowers nor any of their Subsidiaries will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Term Loan Agreement (Parallel Petroleum Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any 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 receivable 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, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Hercules Offshore, LLC)

Sale or Discount of Receivables. Except for receivables -------------------------------- obtained by the Borrower or any Material 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 receivable 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, neither the Borrower nor any Material Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (St Mary Land & Exploration Co)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Company 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 receivable 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, the Borrower Company will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Note Purchase Agreement (Tetra Technologies Inc)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Loan Party 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 receivable 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 transactiontransaction or any Investments permitted under Section 6.06(d), Holdings and the Borrower will shall not, and will shall not permit any Restricted Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Penn Virginia Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary of the Restricted Subsidiaries 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 receivable 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, the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.. Index

Appears in 1 contract

Samples: Credit Agreement (Carrizo Oil & Gas Inc)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Debtors and the Group Members 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 receivable 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, the Borrower Debtors will not, and will not permit any Subsidiary Group Member to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Possession Credit Agreement (Lilis Energy, Inc.)

Sale or Discount of Receivables. Except for receivables obtained by any member of the Borrower or any Subsidiary out of the ordinary course of business or Group in the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable 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, Borrower will ensure that neither it nor any other member of the Borrower Group will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Hydrocarb Energy Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower Borrowers 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 receivable 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, neither the Borrower Borrowers nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) to any other Person that is not a Co-Borrower any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Sanchez Energy Corp)

Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary Group Member 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 receivable 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, neither Ultimate Parent nor the Borrower will, nor will not, and will not they permit any Subsidiary other Group Member to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Appears in 1 contract

Samples: Credit Agreement (Eclipse Resources Corp)

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