Guaranty Release. Each Lender irrevocably authorizes the Administrative Agent to release any Guarantor from its obligations under the Guarantee Agreement if such Person (x) ceases to be a Wholly Owned Domestic Restricted Subsidiary as a result of a transaction permitted hereunder or (y) is validly designated as an Immaterial Subsidiary. 108 In each case as specified in this Section 9.17, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.17. In each case as specified in this Section 9.17, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.17.
Guaranty Release. (a) A Guarantor shall be automatically released from its obligations hereunder (i) in the event of dissolution of such Person in a transaction not prohibited hereunder, upon such dissolution, (ii) if such Person ceases to be a Subsidiary of the Borrower in a transaction not prohibited by this Agreement, when it first ceases to be a Subsidiary of the Borrower or (iii) if such Person ceases (or substantially simultaneously with the release hereunder shall cease) to guarantee any Debt of the Borrower. At the request of the Borrower or such Guarantor, and so long as the Borrower shall have provided the Administrative Agent such certifications or documents relating to such release as the Administrative Agent shall reasonably request, the Administrative Agent shall execute and deliver to the Borrower or such Guarantor all releases or other documents as the Borrower or such Guarantor shall reasonably request to evidence such release. All of the foregoing shall be at the expense of the Borrower, with no liability to the Administrative Agent or any Lender, and with no representation or warranty by or recourse to the Administrative Agent or any Lender.
Guaranty Release. The Company has notified the Administrative Agent that neither Teledyne Scientific & Imaging, LLC, a Delaware limited liability company, nor Teledyne XxXxxx, Inc., a Delaware corporation (each, a “Released Guarantor”), constitutes a Material Subsidiary and has requested that each of the Administrative Agent and the Lenders agree to release such entities as Guarantors. The Administrative Agent and each Lender hereby agree to release each Released Guarantor from its obligations as a Guarantor under the Guaranty and the other Loan Documents, such release to be effective as of the date after the Closing Date that the Company shall have delivered a certificate, signed by a Responsible Officer of the Company, to the Administrative Agent referencing this Section and confirming the election of the Company to release each Released Guarantor from its obligations as a Guarantor under the Guaranty. Immediately upon delivery of such certificate from the Company to the Administrative Agent after the Closing Date, neither Released Guarantor shall be a Guarantor under the Loan Documents.”
Guaranty Release. Article 9 of the Credit Agreement is hereby amended by adding a new Section 9.9 at the end of such Article to read in its entirety as follows:
Guaranty Release. Xxxxx shall use its best efforts to attain a release of the guaranties of Xxxxxxxx and Xxxxx in respect of (i) the $1,000,000 unsecured line of credit with Xxxxx Fargo Bank, N.A., (ii) the equipment lines of credit with Xxxxx Fargo Bank, N.A., and (iii) the SunTrust Bank guarantee relating to the Fabrica factoring agreement; provided that in the event that Xxxxx is unable to obtain such releases, Xxxxx agrees to indemnify and hold Xxxxxxxx and Xxxxx harmless from any liability in respect thereof.
Guaranty Release. Release, whether in part or in whole, the Parent from any obligations arising under or evidenced by the Amended and Restated Guaranty, without the written consent of Lender;
Guaranty Release. Release of the guaranty(ies) by ADLT of any funded debt of RLI, Xxxxxx Lighting or Ruud Italy.
Guaranty Release. Any Subsidiary of the Borrower shall be automatically released from its Guaranty of the Obligations (i) if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred or such Subsidiary otherwise ceases to be a Subsidiary of a Loan Party, in each case, in a transaction permitted under the Loan Documents (including, without limitation, pursuant to a waiver or consent), (ii) upon written notice by the Borrower to Administrative Agent if such Subsidiary becomes an Excluded Restricted Subsidiary and (iii) upon the payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Hedge Agreements). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to subordinate its interest in particular types or items of property pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Collateral Agent will, and each of the Lenders (including in its capacity as a potential Hedge Bank) irrevocably authorizes the Collateral Agent to, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11.
Guaranty Release. The Notes will be guaranteed by each Material Subsidiary pursuant to the Guaranty. In the event any Material Subsidiary has been released from its guaranty under or pursuant to the Credit Agreement the Company will promptly notify you of such release and, upon delivery by the Company to you of evidence reasonably satisfactory to you that such Material Subsidiary has been so released, you agree to release such Material Subsidiary from its obligations under the Guaranty. In the event any other Subsidiary shall at any time guarantee all or any portion of Indebtedness or any other obligation (contingent or otherwise) of the Company outstanding under the Credit Agreement, the Company shall cause such Subsidiary to contemporaneously guarantee the Notes and become a party to the Guaranty.
Guaranty Release. The Seller shall have received a full and unconditional release of its parental guaranty of the Company's debt outstanding to Kredietbank, in form and substance satisfactory to the Seller.
