Common use of Discharge of Guaranty Upon Sale of Guarantor Clause in Contracts

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other disposition.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.), Credit and Guaranty Agreement (TerraForm Power, Inc.), Credit and Guaranty Agreement (Terraform Global, Inc.)

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Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof hereof, or (B) if a any Guarantor is designated as an Unrestricted Subsidiary released of its Guaranty otherwise in accordance with Section 5.15this Agreement, then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other dispositionAsset Disposition.

Appears in 4 contracts

Samples: Term Loan and Security Agreement (DXP Enterprises Inc), Term Loan and Security Agreement (DXP Enterprises Inc), Term Loan and Security Agreement (DXP Enterprises Inc)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests stock or assets of any Subsidiary Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance an Asset Sale permitted by, and in compliance with the terms provisions of subsections 7.7 and conditions hereof 2.4B(iii)(a) of the Credit Agreement or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case of clauses (A) and (B)otherwise consented to by Requisite Lenders, the Guaranty guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other dispositionAsset Sale.

Appears in 2 contracts

Samples: Guaranty (Chippac Inc), Chippac LTD

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case of clauses (A) and (B)this Agreement, the Guaranty of such Guarantor (and, in the case of any other Guarantor that is a direct or indirect Subsidiary of the Guarantor being so sold or disposed of, the Guaranty of such other Guarantor) or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other dispositionasset sale.

Appears in 2 contracts

Samples: Governance Agreement (Och-Ziff Capital Management Group LLC), Counterpart Agreement (Och-Ziff Capital Management Group LLC)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.155.15 (or otherwise become an Excluded Subsidiary), then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other disposition.

Appears in 2 contracts

Samples: Term Loan and Guaranty Agreement (TerraForm Power, Inc.), Credit and Guaranty Agreement (TerraForm Power, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Subsidiary Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof to any party (other than a Loan Party) or (B) if a Guarantor is such Subsidiary has been designated as an Unrestricted Subsidiary in accordance with Section 5.15the definition thereof, then in the case of clauses (A) and (B), the Guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other disposition.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Cheniere Energy, Inc.), Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)

Discharge of Guaranty Upon Sale of Guarantor. If (Aa) all of the Equity Interests Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions 164 hereof or (Bb) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.156.11, then in the case of each of clauses (Aa) and (Bb), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such sale Asset Sale or other dispositiondesignation as an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If In case (Aa) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof of this Agreement or (Bb) if a any Guarantor is designated as or otherwise becomes an Unrestricted Subsidiary in accordance with Section 5.15, then in the case terms and conditions of clauses (A) and (B)this Agreement, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Guaranteed Creditor or any other Person effective as of the time of such sale sale, other disposition or other disposition.designation as Unrestricted Subsidiary, as applicable. 16.13

Appears in 1 contract

Samples: Abl Credit Agreement (CVR Partners, Lp)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.155.13, then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other disposition.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (Aa) all of the Equity Interests ownership interests of any Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) as permitted under the Note Documents (other than a sale to the Issuer or any other Company Party), or (b) any Guarantor shall otherwise be released from this Guaranty in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case of clauses (A) and (B)Note Documents, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary the Secured Party or any other Person effective as of the time of such sale or other dispositionrelease.

Appears in 1 contract

Samples: Subsidiary Guaranty (Workhorse Group Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case of clauses (A) and (B)hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale Asset Sale and pursuant to Section 9 of the Pledge and Security Agreement, the Liens granted by such Guarantor shall be deemed to be automatically discharged and released without any further action by any Beneficiary or any other dispositionPerson effective as of the time of such Asset Sale.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Eagle Rock Energy Partners, L.P.)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) or any Guarantor shall become an Immaterial Subsidiary in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case of clauses (A) and (B)hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other disposition.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (AVG Technologies N.V.)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Subsidiary Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof to any party other than a Loan Party or (B) if a Guarantor is such Subsidiary has been designated as an Unrestricted Subsidiary in accordance with Section 5.15the definition thereof, then in the case of clauses (A) and (B), the Guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other dispositionAsset Sale.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Sabine Pass Liquefaction, LLC)

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Discharge of Guaranty Upon Sale of Guarantor. If In case (Aa) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof of this Agreement or (Bb) if a any Guarantor is designated as or otherwise becomes an Unrestricted Subsidiary in accordance with Section 5.15, then in the case terms and conditions of clauses (A) and (B)this Agreement, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Guaranteed Creditor or any other Person effective as of the time of such sale sale, other disposition or other dispositiondesignation as Unrestricted Subsidiary, as applicable.

Appears in 1 contract

Samples: Credit Agreement (CVR Partners, Lp)

Discharge of Guaranty Upon Sale of Guarantor. If (Ai) all of the Equity Interests stock of any Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof Credit Agreement or in an Asset Sale consented to by the Requisite Lenders, or (Bii) if a any Guarantor is designated as an Unrestricted Subsidiary shall otherwise be released from this Guaranty in accordance with Section 5.15, then in the case Loan Documents or with the consent of clauses (A) and (B)the Requisite Lenders, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such sale Asset Sale, disposition, release or other dispositionconsent.

Appears in 1 contract

Samples: Subsidiary Guaranty (Las Vegas Sands Corp)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.155.13, then in the case of each of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale or other dispositionAsset Sale.

Appears in 1 contract

Samples: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (Ai) all of the Equity Interests stock of any Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in an Asset Sale consented to by the Requisite Lenders, or (ii) any Guarantor shall otherwise be released from this Guaranty in accordance with the terms and conditions hereof Loan Documents or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in the case consent of clauses (A) and (B)the Requisite Lenders, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such sale or other dispositionAsset Sale.

Appears in 1 contract

Samples: Las Vegas Sands Corp

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests assets (including, without limitation, any capital stock or securities of, or equity interests in) of any Guarantor Guarantor, or any of its successors in interest hereunder interest, shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or either (Bi) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in 7(c) of the case of clauses Note and Warrant Purchase Agreement or (Aii) and (B)otherwise consented to by the Guaranteed Parties, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary the Guaranteed Parties or any other Person effective as of the time of such sale or other dispositionsale.

Appears in 1 contract

Samples: Subsidiary Guaranty (Artistdirect Inc)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests stock or partnership or membership interest of any a Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger merger, consolidation or consolidationdissolution) in accordance with a sale or other disposition permitted by the terms Credit Agreement (other than sales or transfers between the Borrower and conditions hereof its Restricted Subsidiaries or (Bbetween or among such Restricted Subsidiaries) if a Guarantor or that is designated as an Unrestricted Subsidiary in accordance with Section 5.15, then in otherwise consented to by the case of clauses (A) and (B)Required Lenders, the Guaranty obligations of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Credit Party or any other Person effective as of the time of such sale or other disposition.”

Appears in 1 contract

Samples: Guaranty (Encore Capital Group Inc)

Discharge of Guaranty Upon Sale of Guarantor. If (Aa) all of the Equity Interests Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof or (Bb) if a Guarantor is designated as an Unrestricted Subsidiary in accordance with Section 5.156.11, then in the case of each of clauses (Aa) and (Bb), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such sale Asset Sale or other dispositiondesignation as an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

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