199
(1)
any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in
connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and
(2)
any extraordinary or non-recurring gain (but not loss), together with any related provision for taxes on such
extraordinary or non-recurring gain (but not loss).
"
Net Proceeds
" means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect
of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash
consideration or Cash Equivalents received in any Asset Sale), net of the direct costs relating to such Asset Sale,
including, without limitation:
(1)
all legal, accounting, investment banking, commissions and other fees and expenses incurred, title and
recording tax expenses, and all federal, state, provincial, foreign and local taxes required to be paid or accrued
as a liability under IFRS, as a consequence of such Asset Sale;
(2)
all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in
accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a
necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;
(3)
all distributions and other payments required to be made to holders of Minority Interests in Subsidiaries or
joint ventures as a result of such Asset Sale; and
(4)
the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS, or
held in escrow, in either case for adjustment in respect of the sale price or for any liabilities associated with
the assets disposed of in such Asset Sale and retained by the Issuer or any Restricted Subsidiary after such
Asset Sale.
"
Net Working Capital
" means (a) the sum of all current assets of the Issuer and its Restricted Subsidiaries except current
assets from commodity price risk management activities arising in the ordinary course of business,
less
(b) all current
liabilities of the Issuer and its Restricted Subsidiaries, except current liabilities (i) associated with asset retirement
obligations relating to oil and gas properties, (ii) included in Indebtedness and (iii) any current liabilities from
commodity price risk management activities arising in the ordinary course of business, in each case as set forth in the
consolidated financial statements of the Issuer prepared in accordance with IFRS (excluding any adjustments made
pursuant to IAS 39).
"
Non-Recourse Debt
" means Indebtedness:
(1)
as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or
indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
(2)
no default with respect to which (including any rights that the holders of the Indebtedness may have to take
enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness of the Issuer or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated
Maturity; and
(3)
the explicit terms of which provide there is no recourse to the stock or assets of the Issuer or any of its
Restricted Subsidiaries, except as contemplated by clause (24) of the definition of Permitted Liens.
"
Note Guarantee
" means the Guarantee by each Guarantor of the Issuer's Obligations under the Indenture and the Notes,
executed pursuant to the provisions of the Indenture.
"
Obligations
" means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and
other liabilities payable under the documentation governing any Indebtedness.
"
Offering Memorandum
" means this offering memorandum dated 23 July 2014.
"
Oil and Gas Business
" means:
(1)
the acquisition, exploration, exploitation, development, production, operation and disposition of interests in
oil, natural gas, liquid natural gas and other Hydrocarbon and mineral properties or products produced in
association with the foregoing;
(2)
the gathering, marketing, distributing, treating, refining, processing, storing, distribution, selling and
transporting of any production from oil, natural gas, natural gas liquids, liquefied natural gas and other
Hydrocarbon and mineral properties (whether or not such properties are owned by the Issuer and/or its
Subsidiaries) and products produced in association therewith and the marketing of oil, natural gas, other
Hydrocarbons and minerals obtained from unrelated Persons;
