Sales of Properties. The Borrowers will not, and will not permit any Restricted 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 and (c) the sale of the Costxxxx Xxxestiture Properties; provided that with respect to any such sale of Costxxxx 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 Costxxxx Xxxestiture Properties is not less than the Minimum Sales Price for such group of Costxxxx Xxxestiture 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."
Sales of Properties. (a) The Borrower shall not sell, assign, transfer, lease, convey or otherwise dispose of any of its Properties, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except:
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."
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."
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 Costxxxx Xxxestiture Properties; provided that with respect to any such sale of Costxxxx Divestiture Properties (i) the sale is consummated on or before June 18, 1999, (ii) the cash sales proceeds received by the Borrower for each group of Costxxxx Xxxestiture Properties is not less than the Minimum Sales Price for such group of Costxxxx Xxxestiture 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, and (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 before June 18, 1999, (ii) the cash sales price for 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 ...
Sales of Properties. In the event that prior to the Initial Loan Advance Date or, with respect to a Group B Property, the Group B Properties Loan Advance Date, the MARC Principals have sold a Group A Property, a Group B Property or a Group D Property pursuant to Section 11.1.3 below, the MARC Principals shall pay to First Union an amount, if any, equal to 40.83%, in the case of a Group A Property or Group B Property or 50% in the case of a Group D Property, of the excess, if any, of (i) the net sales proceeds (i.e. the gross sale price less any prorations and other adjustments to the buyer which are credited against the purchase price) realized for any Group A Property, Group B Property or Group D Property, inclusive of fees paid on account of the acquisition of any property management agreements, less all reasonable closing costs incurred by the applicable Property Owner in connection with such sale including a 1% disposition fee (which may be payable to a MARC Entity) over (ii) the amount set forth on Schedule 1A, Schedule 1B or Schedule 1D, as applicable, for such Property under the heading "Threshold Amount".
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. In the event that prior to the Initial Closing Date, the MARC Principals have sold a Property pursuant to Section 11.1.3 below, the MARC Principals shall pay to First Union an amount, if any, equal to 40.83%, in the case of a Group A Property or Group B Property or 50% in the case of a Group D Property, of the excess, if any, of (i) the net sales proceeds (i.e. the gross sale price less any prorations and other adjustments to the buyer which are credited against the purchase price) realized for any Group A Property, Group B Property or Group D Property, inclusive of fees paid on account of the acquisition of any property management agreements, less all reasonable closing costs incurred by the applicable Property Owner in connection with such sale including a 1% disposition fee (which may be payable to a MARC Entity) over (ii) the amount set forth on Schedule 1A, Schedule 1B or Schedule 1D, as applicable, for such Property under the heading “Threshold Amount”.
