Common use of Legal Defeasance and Discharge Clause in Contracts

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 5 contracts

Samples: Supplemental Indenture (Calumet Specialty Products Partners, L.P.), Supplemental Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

AutoNDA by SimpleDocs

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable provided under Section 12.01 hereof to defease the outstanding Securities of a particular series under this Section 8.0212.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, Company and each Guarantor any Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee, such outstanding Securities and related Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities of such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) below) of this Section 12.02, and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, Company shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Securities of such series to receive solely from the trust fund described in Section 8.04 12.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, interest ) and Additional Interestinterest, if any, on such Notes Securities when such payments are due, (bii) the Issuers’ obligations of the Company or any Guarantor with respect to such Notes Securities under Sections 2.033.06, 2.043.07, 2.063.08(a), 2.073.09, 2.09 3.11, and 4.02 hereof and the Appendix12.05 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the Trustee’s rights under Section 6.07 hereof, and the Agents hereunder and obligations of the Issuers’ and the Guarantors’ obligations Company or any Guarantor in connection therewith and (d) the Legal Defeasance provisions of with this Article 812. Subject to compliance with this Article 812, the Issuers Company may exercise their its option under this Section 8.02 12.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 12.03 hereof with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved Securities of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedsuch series.

Appears in 5 contracts

Samples: Indenture (Nicewonder Contracting, Inc.), Indenture (Axsome Therapeutics, Inc.), Indenture (Lion Biotechnologies, Inc.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 5 contracts

Samples: Indenture (Inergy L P), Supplemental Indenture (Inergy L P), Indenture (Inergy L P)

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 relating to one or more series of Securities, the Issuers Company shall, subject to upon the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities of the applicable series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all of its other obligations under such Notes or Subsidiary Guarantee the Securities of the applicable series and under the provisions of this Indenture applicable to such series (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities of the applicable series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional Interest, if anyinterest, on such Notes Securities when such payments are due, (b) the Issuers’ Company's obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the Agents hereunder and the Issuers’ and the Guarantors’ Company's obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 5 contracts

Samples: Kulicke and Soffa (Kulicke & Soffa Industries Inc), Indenture (Annuity & Life Re Holdings LTD), Kulicke and Soffa (Kulicke & Soffa Industries Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.029.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 9.05 hereof and the other Sections of this Supplemental Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this the Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.033.05, 2.043.06, 2.063.07, 2.073.09, 2.09 3.14 and 4.02 hereof and the Appendix5.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8IX. Subject to compliance with this Article 8IX, the Issuers may exercise their the option under this Section 8.02 9.02 notwithstanding the prior exercise of its option under Section 8.03 9.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 5 contracts

Samples: Eighth Supplemental Indenture (Markwest Energy Partners L P), Supplemental Indenture (Markwest Energy Partners L P), Indenture (Markwest Energy Partners L P)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest, premium, if any, interest and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 4 contracts

Samples: Indenture (Linn Energy, LLC), Supplemental Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes of any series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesNotes of such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and amount of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Issuer’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Issuers Issuer may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 4 contracts

Samples: Aptiv Corp, Delphi Automotive PLC, Delphi Trade Management, LLC

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and (including Additional Interest, if any) on, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 4 contracts

Samples: Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, and premium, if any, and interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ any Guarantor’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 4 contracts

Samples: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2 with respect to Securities of any series, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged their obligations from its Obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor, if applicable, shall be released and relieved from all of its Obligations under its Security Guarantee with respect to such series. For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities with respect to such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) below) , and to have satisfied all its other obligations under the Securities with respect to such Notes or Subsidiary Guarantee series and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities with respect to receive such series to receive, solely from the trust fund described in Section 8.04 Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestAmounts, if any, on such Notes Securities when such payments are due, (b) the Issuers’ obligations Company’s Obligations with respect to such Notes Securities under Article II and Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix3.1 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the any Guarantors’ obligations in connection therewith and therewith, (d) the Legal Defeasance provisions of optional redemption provisions, if any, with respect to such Securities, and (e) this Article 8VIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance with this Article 8VIII, the Issuers Company may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 4 contracts

Samples: Indenture (Dr Pepper/Seven Up Beverage Sales Co), Indenture (Dr Pepper Snapple Group, Inc.), Indenture (Keurig Dr Pepper Inc.)

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Issuers Issuer and any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of any series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, premium and premium, if any, interest and Additional Interest, if any, on such Notes Securities when such payments are due, (b) the Issuers’ Issuer’s obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and 4.02 hereof and the AppendixSection 4.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Issuer’s or any Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Issuer may exercise their its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 4 contracts

Samples: Indenture (Meritage Homes CORP), Indenture (Meritage Homes of Texas Holding, Inc.), Indenture (Mobile Mini Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Defeasor’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers shall, subject to Issuer and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers Issuer and the Guarantors shall be deemed to have paid and discharged all the entire Indebtedness represented by obligations relating to the outstanding Notes, Notes and each Guarantor shall be deemed to have paid the Guarantees and discharged its Subsidiary Guarantee (which in each case the Notes shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.6, Section 8.8 and the other Sections of this Indenture referred to below in (a) and (b) below) this Section 8.2, and to have satisfied all its of their other obligations under such Notes or Subsidiary Guarantee Notes, the Guarantees and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional InterestAmounts, if any, on such Notes when such payments are due, due or on the Redemption Date solely out of the Defeasance Trust created pursuant to this Indenture; (b) the Issuers’ Issuer’s obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Notes, mutilated, destroyed, lost or stolen Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder Agents, and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith therewith; and (d) the Legal Defeasance provisions of this Article 8VIII and the obligations set forth in Section 8.6 hereof. Subject to compliance with this Article 8VIII, the Issuers Defeasor may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 8.3 with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedNotes.

Appears in 3 contracts

Samples: Indenture (CME Media Enterprises B.V.), Indenture (Central European Media Enterprises N.V.), Central European Media Enterprises LTD

Legal Defeasance and Discharge. Upon the Issuers’ Defeasor’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers shall, subject to Issuer and the satisfaction of the conditions set forth in Section 8.04 hereof, Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its the Subsidiary Guarantee, Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged all the entire Indebtedness represented by obligations relating to the outstanding Notes, Notes and each Guarantor shall be deemed to have paid the Subsidiary Guarantees and discharged its Subsidiary Guarantee (which in each case the Notes shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.6, Section 8.8 and the other Sections of this Indenture referred to below in (a) and (b) below) this Section 8.2, and to have satisfied all its of their other obligations under such Notes or Notes, the Subsidiary Guarantee Guarantees and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional InterestAmounts, if any, on such Notes when such payments are due, due or on the Redemption Date solely out of the Defeasance Trust created pursuant to this Indenture; (b) the Issuers’ Issuer’s obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Notes, mutilated, destroyed, lost or stolen Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, and the Agents hereunder Issuer’s and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith therewith; and (d) the Legal Defeasance provisions of this Article 8VIII and the obligations set forth in Section 8.6 hereof. Subject to compliance with this Article 8VIII, the Issuers Defeasor may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 8.3 with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedNotes.

Appears in 3 contracts

Samples: Indenture (Central European Media Enterprises LTD), Central European Media Enterprises LTD, Central European Media Enterprises LTD

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, or interest or premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 3 contracts

Samples: Circus and Eldorado Joint (Circus & Eldorado Joint Venture), Indenture (Circus & Eldorado Joint Venture), Circus and Eldorado Joint (Circus & Eldorado Joint Venture)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixsecond paragraph of Section 4.19 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ any Guarantor’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 3 contracts

Samples: Indenture (CGG), Supplemental Indenture (CGG Veritas), Indenture (CGG Holding B.V.)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 10.1 hereof of the option applicable to this Section 8.0210.2 with respect to the Outstanding Securities of any series, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Company shall be deemed to have been discharged their from its obligations with respect to all outstanding NotesOutstanding Securities as to which this option provided in Section 10.1 is exercised and the Guarantors, and each Guarantor if any, shall be deemed to have discharged its obligations released from the Guarantees with respect to its Subsidiary Guaranteeall such Outstanding Securities, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notessuch Outstanding Securities and this Indenture shall cease to be of further effect as to all such Outstanding Securities, and each Guarantor shall be deemed except as to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” Outstanding only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and the Company shall be deemed to have satisfied all other of its other obligations under such Notes or Subsidiary Guarantee Outstanding Securities and this Indenture with respect to such Securities (and the Trustee, on written demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Outstanding Securities to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes Securities when such payments are duedue from the trust described in Section 10.5, (b) the Issuers’ Company’s obligations with respect to such Notes Securities under Sections 2.033.4, 2.043.5, 2.063.6, 2.073.7, 2.09 3.8, 3.10, 6.2, 10.5, 10.6 and 4.02 hereof 10.7 hereof, and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the Agents hereunder and the Issuers’ and the Guarantors’ Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8therewith. Subject to compliance with this Article 8X, the Issuers Company may exercise their its option under this Section 8.02 10.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released10.3 hereof with respect to such Securities.

Appears in 3 contracts

Samples: Indenture (Transocean RIGP DIN Opco LTD), Indenture (Sally Investment Holdings LLC), Sally Investment Holdings LLC

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and (including Additional Interest, if any) on, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 3 contracts

Samples: Supplemental Indenture (Atlas Resource Partners, L.P.), Indenture (Atlas Resource Partners, L.P.), Supplemental Indenture (Atlas Energy Resources, LLC)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, and premium, if any, interest and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 3 contracts

Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp), Supplemental Indenture (Global Partners Lp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 3 contracts

Samples: Supplemental Indenture (Crosstex Energy Lp), Indenture (American Midstream Partners, LP), Indenture (Crosstex Energy Lp)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof 11.01 of the option applicable to this Section 8.0211.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof11.04, be deemed to have been discharged their from its obligations with respect to this Indenture and the Security Documents and all outstanding Notes, Notes and each Guarantor all obligations of the Subsidiary Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guaranteetheir obligations under this Indenture, the Guarantees and the Security Documents on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 11.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below) of this Section 11.02, and to have satisfied shall be deemed discharged from the payment and performance of all its other obligations under such Notes or Subsidiary Guarantee this Indenture, the Notes, the Guarantees and this Indenture the Security Documents (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, 11.04 and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) subject to clause (a) of this Section 11.02, the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and 4.02 hereof and the AppendixSection 7.02, (c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eleven. If the Company exercises its legal defeasance option pursuant to this Section 11.02, the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 9.02 because of an Event of Default. Subject to compliance with this Article 8Eleven, the Issuers Company may exercise their its option under (if any) to have this Section 8.02 11.02 applied to any Notes notwithstanding the prior exercise of its option under (if any) to have Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released11.03 applied to such Notes.

Appears in 3 contracts

Samples: Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp), Intercreditor Agreement (Goodrich Petroleum Corp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 3 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to a series of Securities, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding NotesSecurities of such series, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under the Securities of such Notes series or such Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities of such series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such SectionSection and in Section 8.05, payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on the Securities of such Notes series when such payments are due, (b) the Issuers’ obligations with respect to the Securities of such Notes series under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10, 2.12 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes Securities of such series (other than the trust) will be released.

Appears in 3 contracts

Samples: Indenture (Chesapeake MLP Operating LLC), Access Midstream Partners Lp, Access Permian Midstream LLC

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) , and to have satisfied all its of their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of the Holders of such outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) subject to the Issuers’ preceding clause (a), the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and 4.02 hereof and the AppendixSection 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith under this Indenture and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released8.03.

Appears in 3 contracts

Samples: Supplemental Indenture (Laredo Petroleum, Inc.), Indenture (Vital Energy, Inc.), Supplemental Indenture (Vital Energy, Inc.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding NotesNotes and the Note Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, as applicable on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, Interest or premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder hereunder, and the Issuers’ and the Guarantors’ Guarantor’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)

Legal Defeasance and Discharge. Upon The Issuers may at their option, within one year of the final Stated Maturity of the Securities and upon the Issuers' exercise under Section 8.01 hereof 9.1 of the option applicable to this Section 8.029.2, elect to have their obligations and the Issuers shall, subject to the satisfaction obligations of the conditions set forth in Section 8.04 hereof, be deemed to have Guarantors discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof 9.5 and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their, and the Guarantors', other obligations under such Notes or Subsidiary Guarantee Securities and this Indenture (and the Trustee, on demand of Mortgage Documents (insofar as they relate to the Securities or the Guaranties) and at the expense Liens of the Issuers, Collateral Agent thereunder shall execute proper instruments acknowledging the same)be deemed to have been paid and discharged, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof9.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of and of, premium, if any, and interest (and Additional InterestLiquidated Damages, if any, ) on such Notes Securities when such payments are due, (b) the Issuers' obligations with respect to such Notes Securities under Sections 2.032.4, 2.042.6, 2.062.7, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix5.2, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ ' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8IX. Subject to compliance with this Article 8IX, the Issuers may exercise their option under this Section 8.02 9.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 9.3 with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedSecurities.

Appears in 2 contracts

Samples: Indenture (Trump Atlantic City Funding Iii Inc), Indenture (Trump Communications LLC)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged their from its obligations with respect to this Indenture and all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under this Indenture and the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, Legal DefeasanceDefeasance ”). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) of this Section 8.02, and to have satisfied shall be deemed discharged from the payment and performance of all its other obligations under such this Indenture, the Notes or Subsidiary Guarantee and this Indenture the Guarantees (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) subject to clause (a) of this Section 8.02, the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and 4.02 hereof and the AppendixSection 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released8.03.

Appears in 2 contracts

Samples: Indenture (Continental Resources, Inc), Continental Resources, Inc

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Note Guaranties, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Notes, the Indenture and this Indenture other Note Documents (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.09, 2.14 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’, the Parent Guarantor’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.029.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 9.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.033.03, 2.043.04, 2.063.06, 2.073.07, 2.09 3.09 and 4.02 hereof and the Appendix5.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 89. Subject to compliance with this Article 89, the Issuers may exercise their option under this Section 8.02 9.02 notwithstanding the prior exercise of its option under Section 8.03 9.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Supplemental Indenture (Summit Midstream Partners, LP), Indenture (Summit Midstream Partners, LP)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 relating to one or more series of Securities, the Issuers Company shall, subject to upon the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities of the applicable series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all of its other obligations under such Notes or Subsidiary Guarantee the Securities of the applicable series and under the provisions of this Indenture applicable to such series (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities of the applicable series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional Interest, if anyinterest, on such Notes Securities when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the Agents hereunder and the Issuers’ and the Guarantors’ Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (PRGX Global, Inc.), PRGX Global, Inc.

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”)) and each Subsidiary Guarantor shall be released from all of its obligations under its Subsidiary Guarantee. For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a), (b), (c) and (bd) below) , and to have satisfied all its other obligations under such the Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional Interestor interest, if any, on such Notes when such payments are due, (b) the Issuers’ Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.01 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Issuer’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. If the Issuer exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Issuers Issuer may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (GameStop Corp.), Indenture (GameStop Corp.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02The Issuer, the Issuers Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding the Notes, the Guarantees and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeunder the Security Documents and cause the release of all Liens on the Collateral granted under the Security Documents, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 8.04 hereof and the other Sections of this Indenture referred to in clauses (a) through (f) of this Section 8.01, and (b) below) the Issuer, the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee and the Notes, the Guarantees, this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments delivered to it by the Issuer acknowledging the same), except for of the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and principal, premium, if any, and interest and Additional Interest, if any, on such the Notes when such payments are due, due from the trust referred to below; (b) the Issuers’ Issuer’s obligations with respect to such the Notes under Sections 2.03concerning mutilated, 2.04destroyed, 2.06, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith and therewith; (d) the Legal Defeasance provisions of this Article 8. Subject Indenture; (e) the rights of registration of transfer and exchange of the Notes; and (f) the rights of Holders that are beneficiaries with respect to compliance property so deposited with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise Trustee payable to all or any of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedthem.

Appears in 2 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02The Issuer, the Issuers Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding the Notes, the Guarantees and each Guarantor shall be deemed under this Indenture (other than the right of Holders to have discharged its obligations with respect receive interest on and principal of the Notes when due solely out of the trust referred to its Subsidiary Guarantee, below and certain other obligations) on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 8.04 hereof and the other Sections of this Indenture referred to in clauses (a) through (f) of this Section 8.01, and (b) below) the Issuer, the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee the Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments delivered to it by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and principal, premium, if any, interest and Additional Interestinterest, if any, on such the Notes when such payments are due, due from the trust referred to below; (b) the Issuers’ Issuer’s obligations with respect to such the Notes under Sections 2.03concerning mutilated, 2.04destroyed, 2.06, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith and therewith; (d) the Legal Defeasance provisions of Article 8 of this Article 8. Subject Indenture; (e) the rights of registration of transfer and exchange of the Notes; and (f) the rights of Holders that are beneficiaries with respect to compliance property so deposited with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise Trustee payable to all or any of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedthem.

Appears in 2 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Legacy Reserves Lp), Indenture (Legacy Reserves Inc.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such SectionSection and in Section 8.05, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Chesapeake Midstream Partners Lp), Indenture (Chesapeake Midstream Partners Lp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02The Issuer, the Issuers Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding the Notes, the Guarantees and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeunder the Security Documents and cause the release of all Liens on the Collateral granted under the Security Documents, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 8.04 hereof and the other Sections of this Indenture referred to in clauses (a) through (f) of this Section 8.01, and (b) below) the Issuer, the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee and the Notes, the Guarantees, this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments delivered to it by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and principal, premium, if any, interest and Additional Interestinterest, if any, on such the Notes when such payments are due, due from the trust referred to below; (b) the Issuers’ Issuer’s obligations with respect to such the Notes under Sections 2.03concerning mutilated, 2.04destroyed, 2.06, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith and therewith; (d) the Legal Defeasance provisions of Article 8 of this Article 8. Subject Indenture; (e) the rights of registration of transfer and exchange of the Notes; and (f) the rights of Holders that are beneficiaries with respect to compliance property so deposited with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise Trustee payable to all or any of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedthem.

Appears in 2 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof 1301 of the option applicable to this Section 8.021302, each of the Issuers shall, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Subsidiary Guarantors shall be deemed to have been discharged their from its respective obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Outstanding Notes on the date the conditions set forth in Section 8.04 below 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 1305 and the other Sections of this Indenture referred to in (aA) and (bB) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest and Additional Interest, if any, on such Notes when such payments are due, solely out of the trust described in Section 1304, (bB) the Issuers’ obligations with respect to such Notes under Sections 2.03304, 2.04305, 2.06306, 2.07, 2.09 1002 and 4.02 hereof and the Appendix1003, (cC) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee and Collateral Agent hereunder, and the Agents hereunder and obligations of each of the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (dD) the Legal Defeasance provisions of this Article 8Thirteen. Subject to compliance with this Article 8Thirteen, the Issuers may exercise their option under this Section 8.02 1302 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 1303 with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedNotes.

Appears in 2 contracts

Samples: Indenture (Clearwire Corp /DE), Supplemental Indenture (Clearwire Corp /DE)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the applicable conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) below) , and to have satisfied all its their other obligations under such the Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, or interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof Article 2 and the Appendixpayment terms of the Notes, (c) the rights, powers, trusts, duties duties, indemnification and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. If the Issuers exercise under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Execution Version, Execution Version

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to Securities of any series, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their obligations from its Obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor, if applicable, shall be released and relieved from all of its Obligations under its Securities Guarantee with respect to such series. For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities with respect to such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) below) , and to have satisfied all its other obligations under the Securities with respect to such Notes or Subsidiary Guarantee series and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities with respect to receive such series to receive, solely from the trust fund described in Section 8.04 and Section 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestAmounts, if any, on such Notes Securities when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article II and 4.02 hereof and the AppendixSection 3.01 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the any Guarantors’ obligations in connection therewith and therewith, (d) the Legal Defeasance provisions of optional redemption provisions, if any, with respect to such Securities, and (e) this Article 8VIII. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance with this Article 8VIII, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Senior Indenture (Flowserve Corp), Senior Indenture (Flowserve Holdings Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such the Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (PetroLogistics LP), Indenture (Natural Resource Partners Lp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Note Guaranties, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Notes, the Indenture and this Indenture other Note Documents (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.09, 2.14 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’, the Parent Guarantor’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Youngs Creek Mining Co LLC), Indenture (Youngs Creek Mining Co LLC)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have all obligations of the Guarantors discharged its obligations with respect to its Subsidiary Guarantee, the Note Guarantees and under the Collateral Documents and Intercreditor Agreement and cause the release of all Liens on the Collateral under the Collateral Documents on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and the Note Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same)) and the Liens on the Collateral granted under the Collateral Documents and the Intercreditor Agreement will be released, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, premium and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Form of Indenture (Valimar Home & Land Company, LLC), Supplemental Indenture (Wci Communities Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers shall, subject to Company and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the and this Indenture shall cease to be of further effect as to all outstanding NotesSecurities and Guarantees, and each Guarantor shall be deemed except as to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes Securities when such payments are duedue from the trust described in Section 8.5, (b) the Issuers’ Company's obligations with respect to such Notes Securities under Sections 2.032.3, 2.042.4, 2.062.6, 2.072.7, 2.09 2.10, 5.2, 8.5, 8.6 and 4.02 8.7 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company's and the Guarantors' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8therewith. Subject to compliance with this Article 8VIII, the Issuers Company may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 8.3 hereof with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedSecurities.

Appears in 2 contracts

Samples: Tia Indenture (Sun Healthcare Group Inc), Tia Indenture (Sun Healthcare Group Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have discharged its obligations the Noteholder Collateral Platform Guarantees with respect to its Subsidiary Guarantee, the Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “‘‘Legal Defeasance”). For this purpose, Legal Defeasance means that each of the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, Issuer and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee the entire indebted- ness represented by the outstanding Notes (including the Noteholder Collateral Platform Guarantees with respect to the Notes), which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section Sec- tion 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied satis- fied all its other obligations under such Notes, the Noteholder Collateral Platform Guarantees with respect to the Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer and the Guarantors, shall execute proper instruments acknowledging the same), except for the following provisions provi- sions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, or interest or premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, Sec- tion 2.07, 2.09 Section 2.10, Section 4.02, and 4.02 hereof and the AppendixSection 4.04 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Issuer may exercise their exer- cise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Issuer exercises its Legal Defeasance option, each Guarantor will be released and relieved payment of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will may not be released.accelerated because of an Event of Default

Appears in 2 contracts

Samples: Indenture, Indenture

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, each of the Issuers and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by all amounts owed under the outstanding Notes, Notes and each Guarantor the Guarantors shall be deemed to have paid and discharged its Subsidiary Guarantee (the entire Indebtedness represented by the outstanding Guarantees, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.032.6, 2.042.7, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8under Sections 8.4, 8.5, 8.6, and 8.7 hereof. Subject to compliance with this Article 8VIII, the Issuers may exercise their option under this Section 8.02 8.2 notwithstanding the prior exercise of its their option under Section 8.03 8.3 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Douglas Dynamics, Inc), Indenture (Douglas Dynamics, Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.029.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 9.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 9.04 hereof, and as more fully set forth in such SectionSection and in Section 9.05, payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.033.04, 2.043.05, 2.063.07, 2.073.08, 2.09 3.10 and 4.02 5.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 89. Subject to compliance with this Article 89, the Issuers may exercise their option under this Section 8.02 9.02 notwithstanding the prior exercise of its option under Section 8.03 9.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Access Midstream Partners Lp), Supplemental Indenture (Access Midstream Partners Lp)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged their from its obligations with respect to this Indenture and all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under this Indenture and the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) of this Section 8.02, and to have satisfied shall be deemed discharged from the payment and performance of all its other obligations under such this Indenture, the Notes or Subsidiary Guarantee and this Indenture the Guarantees (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) subject to clause (a) of this Section 8.02, the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and 4.02 hereof and the AppendixSection 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Company’s obligations in connection therewith relating thereto and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released8.03.

Appears in 2 contracts

Samples: Indenture (Continental Resources Inc), Continental Resources, Inc

Legal Defeasance and Discharge. Upon The Issuers and the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, the Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteethe Guarantees and, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 hereof 8.04 and the other Sections of this Indenture referred to in clauses (a) through (f) of this Section 8.01, and (b) below) the Issuers and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee the Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments delivered to it by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of the Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and principal, premium, if any, and interest and Additional Interest, if any, on such the Notes when such payments are due, due from the trust referred to below; (b) the Issuers’ obligations with respect to such the Notes under Sections 2.03concerning mutilated, 2.04destroyed, 2.06, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust with respect to the Notes; (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder Trustee, and the Issuers’ and the Guarantors’ obligations in connection therewith and therewith; (d) the Legal Defeasance provisions of this Article 8. Subject VIII and the Issuers’ and Guarantors’ obligations pursuant to compliance with this Article 8, VIII; (e) the Issuers may exercise their option under this Section 8.02 notwithstanding rights of registration of transfer and exchange of the prior exercise Notes; and (f) the rights of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved Holders that are beneficiaries with respect to Property so deposited with the Trustee payable to all or any of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedthem.

Appears in 2 contracts

Samples: Supplemental Indenture (Shea Homes Limited Partnership), Supplemental Indenture (Shea Homes Limited Partnership)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged their from its obligations with respect to this Indenture and the Security Documents and all outstanding Notes, Notes and each Guarantor all obligations of the Subsidiary Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guaranteetheir obligations under this Indenture, the Guarantees and the Security Documents on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) of this Section 8.02, and to have satisfied shall be deemed discharged from the payment and performance of all its other obligations under such Notes or Subsidiary Guarantee this Indenture, the Notes, the Guarantees and this Indenture the Security Documents (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) subject to clause (a) of this Section 8.02, the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and 4.02 hereof and the AppendixSection 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. If the Company exercises its legal defeasance option pursuant to this Section 8.02, the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 6.02 because of an Event of Default. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under (if any) to have this Section 8.02 applied to any Notes notwithstanding the prior exercise of its option under (if any) to have Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedapplied to such Notes.

Appears in 2 contracts

Samples: Indenture (Goodrich Petroleum Corp), First Supplemental Indenture (Goodrich Petroleum Corp)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Issuers Company and any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of any series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities of a series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes Securities when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties duties, and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Company’s or any Guarantors’ obligations in connection therewith therewith, and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Carbonite Inc, Carbonite Inc

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, the Company shall be deemed to have discharged their its obligations with respect to all outstanding NotesNotes and, to the extent related to the Notes and the Subsidiary Guarantees, the Collateral Agreements to which it is a party, each Subsidiary Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary GuaranteeGuarantee and, to the extent related to the Notes and the Subsidiary Guarantees, the Collateral Agreements to which it is a party and each other Collateral Grantor shall be deemed to have discharged its obligations with respect to the Collateral Agreements, to the extent related to the Notes and the Subsidiary Guarantees, to which it is a party, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Subsidiary Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below) and to have satisfied all its other obligations under such the Notes or such Subsidiary Guarantee Guarantees and this Indenture Indenture, and the Company and the other Collateral Grantors shall be deemed to have satisfied all of their obligations under the Collateral Agreements, to the extent related to the Notes and the Subsidiary Guarantees (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.:

Appears in 2 contracts

Samples: Indenture (Comstock Oil & Gas, LP), Supplemental Indenture (Comstock Oil & Gas, LP)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers (as well as the Guarantors) shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ ' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Consoltex Usa Inc), Indenture (Consoltex Inc/ Ca)

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to Securities of any series, the Issuers Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their obligations from its Obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied and the Guarantor shall be released and relieved from all of its Obligations under the Guarantee with respect to such series (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities with respect to such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) below) , and each of the Issuer and the Guarantor shall be deemed to have satisfied all its other obligations under the Securities with respect to such Notes or Subsidiary Guarantee series and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities with respect to receive such series to receive, solely from the trust fund described in Section 8.04 and Section 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestAmounts, if any, on such Notes Securities when such payments are due, (b) the Issuers’ Issuer’s and the Guarantor’s obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article II and 4.02 hereof and the AppendixSection 3.01 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith and therewith, (d) the Legal Defeasance provisions of optional redemption provisions, if any, with respect to such Securities, and (e) this Article 8VIII. If the Issuer exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance with this Article 8VIII, the Issuers Issuer may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Harman International Industries Inc /De/), Indenture (Harman International Industries Inc /De/)

Legal Defeasance and Discharge. Upon the IssuersCo-Obligors’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Co-Obligors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Co-Obligors and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) , and to have satisfied all its of their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCo-Obligors, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, hereof and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the IssuersCo-Obligors’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the GuarantorsCo-Obligors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Co-Obligors may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Duane Reade Inc), Indenture (Duane Reade Holdings Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02The Issuer, the Issuers Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, the Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 8.04 hereof and the other Sections of this Indenture referred to in clauses (a) and through (bf) below) , and the Issuer, the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee the Notes, the Guarantees and this Indenture (and the Senior Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments delivered to it by the Issuer acknowledging the same), except for of the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and principal, premium, if any, and interest and Additional Interest, if any, on such the Notes when such payments are due, due from the trust referred to below; (b) the Issuers’ Issuer’s obligations with respect to such the Notes under Sections 2.03concerning mutilated, 2.04destroyed, 2.06, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Senior Trustee, and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith and therewith; (d) the Legal Defeasance provisions of this Article 8. Subject Indenture; (e) the rights of registration of transfer and exchange of the Notes; and (f) the rights of Holders that are beneficiaries with respect to compliance property so deposited with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise Senior Trustee payable to all or any of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedthem.

Appears in 2 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Supplemental Indenture (Genesis Energy Lp), Indenture (Genesis Energy Lp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof 7.01 of the option applicable to this Section 8.027.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, be deemed to have discharged their obligations with respect to this Indenture and all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 7.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 7.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof7.04, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03Section 1.07, 2.04Section 1.08, 2.06, 2.07, 2.09 Section 1.09 and 4.02 hereof and the AppendixSection 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Seven. Subject to compliance with this Article 8Seven, the Issuers may exercise their option under this Section 8.02 7.02 notwithstanding the prior exercise of its their option under Section 8.03 7.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Enviva Partners, LP), Indenture (Enviva Partners, LP)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have each Guarantor's obligations discharged its obligations with respect to its Subsidiary Guarantee, Guarantee on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestLiquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and 4.02 hereof and the AppendixSection 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents any Agent hereunder and the Issuers' and the Guarantors' obligations in connection therewith therewith, including, without limitation, Article 7 and Section 8.5 and 8.7 hereunder, and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Alliance Laundry Holdings LLC, Alliance Laundry Holdings LLC

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers shall, subject to Issuer and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged all the entire Indebtedness represented by obligations relating to the outstanding Notes, Notes and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case the Notes shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.6, Section 8.8 and the other Sections of this Indenture referred to below in (a) and (b) below) this Section 8.2, and to have satisfied all its of their other obligations under such Notes or Subsidiary Guarantee and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional InterestAmounts, if any, on such Notes when such payments are due, due or on the Redemption Date solely out of the Defeasance Trust created pursuant to this Indenture; (b) the Issuers’ Issuer’s obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Notes, mutilated, destroyed, lost or stolen Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, and the Agents hereunder and the Issuers’ and the Issuer’s or Guarantors’ obligations in connection therewith therewith; and (d) the Legal Defeasance provisions of this Article 8VIII and the obligations set forth in Section 8.6 hereof. Subject to compliance with this Article 8VIII, the Issuers Issuer may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 8.3 with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedNotes.

Appears in 2 contracts

Samples: Fresenius Medical Care AG & Co. KGaA, Fresenius Medical Care AG & Co. KGaA

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under the Note Guarantees and have Liens on the Collateral securing the Notes released on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on reasonable demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premiumof, premium on, if any, or interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03Article Two hereof concerning issuing temporary Notes, 2.04registration of Notes and mutilated, 2.06destroyed, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the AppendixCompany’s obligations under Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 2 contracts

Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2 with respect to Securities of any series, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.4, be deemed to have been discharged their obligations from its Obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities with respect to such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in clauses (a) and through (be) below) , and to have satisfied all its other obligations under the Securities with respect to such Notes or Subsidiary Guarantee series and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities with respect to receive such series to receive, solely from the trust fund described in Section 8.04 hereof8.4 and Section 8.5, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestAmounts, if any, on such Notes Securities when such payments are due, (b) the Issuers’ obligations Company’s Obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article II and 4.02 hereof and the AppendixSection 3.1, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Company’s obligations in connection therewith and therewith, (d) the Legal Defeasance provisions of optional redemption provisions, if any, with respect to such Securities, and (e) this Article 8VIII. If the Company exercises under Section 8.1 the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4, payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance with this Article 8VIII, the Issuers Company may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released8.3.

Appears in 2 contracts

Samples: Indenture (Computer Sciences Corp), Computer Sciences Corp

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedreleased and the Trustee and Collateral Trustee, on demand of and at the expense of the Issuers along with an Officers’ Certificate and Opinion of Counsel as to compliance with all conditions precedent relating to such Legal Defeasance, shall execute such instruments as reasonably requested by the Issuers acknowledging or evidencing the same.

Appears in 2 contracts

Samples: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)

AutoNDA by SimpleDocs

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, the Company shall be deemed to have discharged their its obligations with respect to all outstanding NotesNotes and, to the extent related to the Notes and the Guarantees, the Collateral Documents to which it is a party, each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary GuaranteeGuarantee and, to the extent related to the Notes and the Guarantees, the Collateral Documents to which it is a party and each other Collateral Grantor shall be deemed to have discharged its obligations with respect to the Collateral Documents, to the extent related to the Notes and the Guarantees, to which it is a party, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) and to have satisfied all its other obligations under such the Notes or Subsidiary Guarantee such Guarantees and this Indenture Indenture, and the Company and the other Collateral Grantors shall be deemed to have satisfied all of their obligations under the Collateral Documents, to the extent related to the Notes and the Guarantees (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.:

Appears in 1 contract

Samples: Vantage Drilling International

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from all of its obligations with respect to all outstanding Notes, Notes (including Subsidiary Guarantees) and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, this Indenture on the date the conditions set forth in Section 8.04 below are satisfied and the Guarantors shall be deemed to have been discharged with respect to their Subsidiary Guarantees (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including Subsidiary Guarantees), and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Notes, the Subsidiary Guarantee Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for ; provided that the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and or premium, if any, interest and Additional InterestLiquidated Damages, if any, or interest on such the Notes when such payments are due, (b) the Issuers’ Company's obligations with respect to such the Notes under Sections 2.03concerning issuing temporary Notes, 2.04registration of Notes and mutilated, 2.06destroyed, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendixmaintenance of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company's and the Guarantors’ Guarantor's obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Registration Rights Agreement (Greenbrier Companies Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations Obligations with respect to all outstanding Notes, this Indenture, the applicable Security Documents and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Note Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) , and to have satisfied all its other obligations Obligations under such Notes or Subsidiary Guarantee and this Indenture Indenture, the applicable Security Documents and the applicable Intercreditor Agreements, and to have the Obligations of each of the Guarantors discharged with respect to its Note Guarantee, and to have Liens on the Collateral securing the Notes released (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunderunder this Indenture: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such the Notes when such payments are due, due solely out of the trust created pursuant to this Indenture referred to in Section 8.04; (b) the Issuers’ Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder Notes Collateral Agent, and the Issuers’ and the Guarantors’ Issuer’s obligations in connection therewith therewith; and (d) the Legal Defeasance provisions of this Article 8Section 8.02. Subject to compliance with this Article 8, the Issuers Issuer may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released8.03.

Appears in 1 contract

Samples: ______________________________________________________________________________ Indenture (New Fortress Energy Inc.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premiumof, or interest , premium or Liquidated Damages, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Supplemental Indenture (Penn Virginia Resource Partners L P)

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.028.03, the Issuers Company and any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.05, be deemed to have been released and discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged from its obligations with respect to its Subsidiary Guarantee, the outstanding Securities on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance legal defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof 8.06 below and the other Sections of and matters under this Indenture referred to in (ai) and (bii) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Securities and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, 8.06 hereof and as more fully set forth in such SectionSection 8.06, payments in respect of the principal of and of, premium, if any, and interest and Additional Special Interest, if any, on such Notes Securities when such payments are due, (bii) the Issuers’ Company's obligations with respect to such Notes Securities under Sections 2.03Article 2 and Section 4.02, 2.04and, 2.06with respect to the Trustee, 2.07, 2.09 under Section 7.08 and 4.02 hereof and the Appendixany Guarantor's obligations in respect thereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (div) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 8.03 82 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 8.04 below with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedSecurities.

Appears in 1 contract

Samples: Indenture (Interface Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and Guarantee, this Indenture and the other Note Documents (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections Section 2.03, Section 2.04, Section 2.06, Section 2.07, Section 2.09 and Section 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Breitburn Energy Partners LP)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes of a series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its of their other obligations under such Notes or Subsidiary Guarantee and Notes, this Indenture and any Supplemental Indenture hereto (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderhereunder and thereunder: (a) the rights of Holders of outstanding Notes to receive (i) solely from the trust fund described in Section 8.04 hereofhereof and in an indenture supplemental hereto, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, and (ii) shares of Common Stock or other securities from the Issuers upon conversion of any convertible Notes issued hereunder and thereunder; (b) the Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Agents hereunder thereunder and the Issuers’ and the Guarantors’ ' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight and any corresponding defeasance provisions contained in any indenture supplemental hereto. Subject to compliance with this Article 8Eight, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Metricom Inc / De)

Legal Defeasance and Discharge. Upon the Issuers’ Owner Lessor's exercise under Section 8.01 11.1 hereof of the option applicable to this Section 8.0211.2, the Issuers Owner Lessor shall, subject to the satisfaction of the conditions set forth in Section 8.04 11.4 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Lessor Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers Owner Lessor shall be deemed to have paid and discharged the entire Indebtedness represented by the Debt Service Reserve Letter of Credit and by the outstanding Lessor Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 11.5 hereof and the other Sections of this Lease Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Lessor Notes or Subsidiary Guarantee and this Lease Indenture (and the TrusteeLease Indenture Trustee or the Security Agent, as applicable, on demand of and at the expense of the IssuersOwner Lessor, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders Noteholders of outstanding Lessor Notes to receive solely from the trust fund described in Section 8.04 11.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Lessor Notes when such payments are due, (b) the Issuers’ Owner Lessor's obligations with respect to such Lessor Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the AppendixArticle 2 hereof, (c) the rights, powers, trusts, duties and immunities of the Security Agent, the Lease Indenture Trustee and the Agents any Agent hereunder and the Issuers’ and the Guarantors’ Owner Lessor's obligations in connection therewith therewith, including, without limitation, Article 8 and Section 11.5 and 11.7 hereunder, and (d) the Legal Defeasance provisions of this Article 811. Subject to compliance with this Article 811, the Issuers Owner Lessor may exercise their its option under this Section 8.02 11.2 notwithstanding the prior exercise of its option under Section 8.03 11.3 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Trust and Security Agreement (Eme Homer City Generation Lp)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.4, be deemed to have been discharged from their obligations Obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance”)") and each Guarantor shall be released from all of its Obligations under its Note Guarantee. For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in clauses (a) and through (bd) below) , and to have satisfied all its other obligations under such the Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive receive, solely from the trust fund described in Section 8.04 Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional Special Interest, if any, on such Notes when such payments are due, ; (b) the Issuers’ obligations ' Obligations with respect to such Notes under Article II and Sections 2.03, 2.04, 2.06, 2.07, 2.09 3.1 and 4.02 hereof and the Appendix, 3.14; (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers' and the Guarantors’ obligations ' Obligations in connection therewith therewith; and (d) the Legal Defeasance provisions of this Article 8VIII. If the Issuers exercise under Section 8.1 the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8VIII, the Issuers may exercise their option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released8.3.

Appears in 1 contract

Samples: Indenture (Tronox Inc)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Senior Subordinated Notes and each Guarantor shall be deemed to have each Guarantor's obligations discharged its obligations with respect to its Subsidiary Guarantee, Senior Subordinated Note Guarantee on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Subordinated Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 8.5 hereof and the other Sections sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Senior Subordinated Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Senior Subordinated Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestLiquidated Damages, if any, on such Senior Subordinated Notes when such payments are due, (b) the Issuers' obligations with respect to such Senior Subordinated Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and 4.02 hereof and the AppendixSection 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents any Agent hereunder and the Issuers' and the any Guarantors' obligations in connection therewith therewith, including, without limitation, Article 7 and Section 8.5 and 8.7 hereunder, and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Avalon Cable Finance Inc

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, Liquidated Damages on such Notes when such payments are duedue (but not the Change of Control Payment or the Offer Amount), (b) the Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers' and the Subsidiary Guarantors' obligations in connection therewith and therewith, (d) the Legal Defeasance provisions Issuers' rights of optional redemption and (e) this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Management Agreement (Leviathan Finance Corp)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged their from its obligations with respect to this Indenture and 102 the Security Documents and all outstanding Notes, Notes and each Guarantor all obligations of the Subsidiary Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guaranteetheir obligations under this Indenture, the Guarantees and the Security Documents on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) of this Section 8.02, and to have satisfied shall be deemed discharged from the payment and performance of all its other obligations under such Notes or Subsidiary Guarantee this Indenture, the Notes, the Guarantees and this Indenture the Security Documents (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 hereof, and as more fully set forth in such Section, ) payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) subject to clause (a) of this Section 8.02, the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article Two and 4.02 hereof and the AppendixSection 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. If the Company exercises its legal defeasance option pursuant to this Section 8.02, the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 6.02 because of an Event of Default. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under (if any) to have this Section 8.02 applied to any Notes notwithstanding the prior exercise of its option under (if any) to have Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedapplied to such Notes.

Appears in 1 contract

Samples: Purchase Agreement (Goodrich Petroleum Corp)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding NotesNotes and any Note Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, as applicable on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, or Interest or premium and premium, if any, interest and Additional InterestLiquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder hereunder, and the Issuers' and the Guarantors’ Guarantor's obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Shreveport Capital Corp

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under the Note Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, Notes and each Guarantor the Guarantors shall be deemed to have paid and discharged its Subsidiary Guarantee (the entire Indebtedness represented by the Note, which in each case Notes and Note Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below) of this Section 8.02, and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee the Notes, Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Issuer’s obligations to receive solely pay (or cause to be paid from the trust fund described in Section 8.04 hereof, 8.04) to Holders of outstanding Notes and as more fully set forth in such Section, payments in respect of the principal of and premiumof, or premium ,if any, interest, if any, interest and Additional Intereston, if any, on such Notes when such payments amounts are due, (b) the Issuers’ Issuer’s obligations with respect to such the Notes under Sections 2.03Article Two concerning temporary Notes, 2.04registration of Notes, 2.06mutilated, 2.07destroyed, 2.09 and 4.02 hereof lost or stolen Notes and the AppendixIssuer’s obligations under Section 4.13, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Issuer’s and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Issuer may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03. If Upon the Issuers Issuer’s exercise their Legal Defeasance optionunder Section 8.01 of the option applicable to this Section 8.02, each Guarantor will be released and relieved subject to the satisfaction of any obligations under its Subsidiary Guaranteethe conditions set forth in Section 8.04, and any security for payment of the Notes (other than the trust) will so defeased may not be releasedaccelerated because of an Event of Default.

Appears in 1 contract

Samples: Indenture (ACCO BRANDS Corp)

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 18.1 hereof of the option applicable to this Section 8.0218.2, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 18.4 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding NotesSecurities and the Guarantors shall, and each Guarantor shall subject the satisfaction of the conditions set forth in Section 18.4 hereof, be deemed to have been discharged its from their obligations with respect to its Subsidiary Guarantee, o all outstanding Security Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means ---------------- that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, Securities and each Guarantor the Guarantors shall be deemed to have paid and discharged its Subsidiary Guarantee (the entire Indebtedness represented by the outstanding Security Guarantees, which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 18.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee Securities and Security Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 18.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestLiquidated Damages, if any, on such Notes Securities when such payments are due, (b) the Issuers’ Company's obligations with respect to such Notes Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.3

Appears in 1 contract

Samples: Owens & Minor Inc/Va/

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional InterestLiquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers’ Company's obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixlast paragraph of Section 4.19 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Company's obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: American Eco Corp

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this the Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this the Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premiumof, or interest, premium or Liquidated Damages, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (PVR Partners, L. P.)

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged their from its obligations with respect to all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guaranties, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestLiquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers’ Company's obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company's and the Guarantors' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Mark I Molded Plastics of Tennessee Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. hereof If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedreleased and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes.

Appears in 1 contract

Samples: Calumet Specialty Products Partners, L.P.

Legal Defeasance and Discharge. Upon the Issuers’ Issuer's exercise under Section 8.01 8.10 hereof of the option applicable to this Section 8.02, the Issuers Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer and the Subsidiary Guarantors, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderhereunder or until the Notes have been paid in full: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Issuer's and the Subsidiary Guarantors' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Issuer's and the Subsidiary Guarantors' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Issuer may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Amf Bowling Worldwide Inc)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Subsidiary Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Subsidiary Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such SectionSection and in Section 8.05, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Chesapeake Oilfield (Mid-States Oilfield Supply LLC)

Legal Defeasance and Discharge. Upon The Issuers and the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding the Notes, the Guarantees and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeunder the Security Documents and the Intercreditor Agreement and cause the release of all Liens on the Collateral granted under the Security Documents, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 hereof 8.04 and the other Sections of this the Indenture referred to in clauses (a) through (f) of this Section 8.01, and (b) below) the Issuers and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes or Subsidiary Guarantee the Notes, the Guarantees, the Indenture and this Indenture the Security Documents (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments delivered to it by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and principal, premium, if any, and interest and Additional Interest, if any, on such the Notes when such payments are due, due from the trust referred to below; (b) the Issuers’ obligations with respect to such the Notes under Sections 2.03concerning mutilated, 2.04destroyed, 2.06, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust with respect to the Notes; (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder Trustee, and the Issuers’ and the Guarantors’ obligations in connection therewith and therewith; (d) the Legal Defeasance provisions of this Article 8. Subject VIII and the Issuers’ and Guarantors’ obligations pursuant to compliance with this Article 8, VIII; (e) the Issuers may exercise their option under this Section 8.02 notwithstanding rights of registration of transfer and exchange of the prior exercise Notes; and (f) the rights of its option under Section 8.03 hereof. If Holders that are beneficiaries with respect to Property so deposited with the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved Trustee payable to all or any of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedthem.

Appears in 1 contract

Samples: Indenture (Vistancia Marketing, LLC)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedreleased and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest, premium, if any, interest and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (EV Energy Partners, LP)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Senior Subordinated Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, Senior Subordinated Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, any Senior Subordinated Note Guaranties on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSenior Subordinated Notes and cured all existing Events of Default, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case Senior Subordinated Notes shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Senior Subordinated Notes, and this Indenture (and the Senior Subordinated Note Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Senior Subordinated Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, premium and premiumLiquidated Damages, if any, and interest and Additional Interest, if any, on such Senior Subordinated Notes when such payments are due, (b) the Issuers' and the Senior Subordinated Note Guarantors' obligations with respect to such Senior Subordinated Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Senior Subordinated Note Trustee and the Agents hereunder and the Issuers' and the Senior Subordinated Note Guarantors' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Grand Canal Shops Mall Construction LLC

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2 with respect to Securities of any series, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged their obligations from its Obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities of such series on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor, if applicable, shall be released and relieved from all of its Obligations under its Security Guarantee with respect to such series. For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities with respect to such series, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) below) , and to have satisfied all its other obligations under the Securities with respect to such Notes or Subsidiary Guarantee series and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities with respect to receive such series to receive, solely from the trust fund described in Section 8.04 Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestAmounts, if any, on such Notes Securities when such 44 payments are due, (b) the Issuers’ obligations Company’s Obligations with respect to such Notes Securities under Article II and Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix3.1 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the any Guarantors’ obligations in connection therewith and therewith, (d) the Legal Defeasance provisions of optional redemption provisions, if any, with respect to such Securities, and (e) this Article 8VIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance with this Article 8VIII, the Issuers Company may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: 234DP Aviation, LLC

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have all its obligations discharged their obligations with respect to all the outstanding Notes, Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Notes, Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and or interest or premium, if any, interest and Additional InterestLiquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Guarantor’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Consolidated Container Co LLC)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Third Supplemental Indenture and the Sections of the Original Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this the Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03304, 2.04305, 2.06, 2.07, 2.09 306 and 1003 of the Original Indenture and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Company exercises its Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, Guarantee and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Third Supplemental Indenture (Whiting Petroleum Corp)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Note Guaranties, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee Notes, the Indenture and this Indenture other Note Documents (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.09, 2.14 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’, the Parent Guarantor’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Antelope Coal LLC)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, Notes and the Security Documents and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Guarantee and the Security Documents on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and Guarantee, this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the AppendixAnnex A-1 and Annex A-2, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance and Covenant Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Endeavor International Corp)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Note Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Note Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Note Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest, premium, if any, interest and Additional Special Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections Section 2.03, Section 2.04, 2.06, Section 2.07, Section 2.09 and Section 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance and Covenant Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Company exercises its Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee, and any security for the Notes (other than the trusttrust fund described in Section 8.04 hereof) will be releasedreleased as provided under Section 11.05.

Appears in 1 contract

Samples: Security Agreement (Trico Marine Services Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Defeasor’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers shall, subject to Company and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, the Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged all the entire Indebtedness represented by obligations relating to the outstanding Notes, Notes and each Guarantor shall be deemed to have paid the Guarantees and discharged its Subsidiary Guarantee (which in each case the Notes shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.6, Section 8.8 and the other Sections of this Indenture referred to below in (a) and (b) below) this Section 8.2, and to have satisfied all its of their other obligations under such Notes or Subsidiary Guarantee Notes, the Guarantees and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional InterestAmounts, if any, on such Notes when such payments are due, due or on the Redemption Date solely out of the Defeasance Trust created pursuant to this Indenture; (b) the Issuers’ Company’s obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Notes, mutilated, destroyed, lost or stolen Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, and the Agents hereunder and the Issuers’ Company’s and the Guarantors’ obligations in connection therewith therewith; (d) the provisions relating to Additional Amounts set forth in Section 4.17 hereof and (d) the Legal Defeasance provisions of this Article 8VIII and the obligations set forth in Section 8.4 hereof. Subject to compliance with this Article 8VIII, the Issuers Defeasor may exercise their its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof. If 8.3 with respect to the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedNotes.

Appears in 1 contract

Samples: Agreement (Central European Distribution Corp)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers shalland the Guarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereofif any, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Securities or all outstanding securities of any series (the "Defeased Securities") on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesDefeased Securities, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee Defeased Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Defeased Securities to receive solely from the trust fund described in Section 8.04 hereof9.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes Securities when such payments are due, (b) the Issuers' obligations with respect to such Notes Defeased Securities under Sections 2.032.4, 2.042.6, 2.062.7, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix4.2, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ ' obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuers may exercise their option under this Section 8.02 8.2 notwithstanding the prior exercise of its their option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved 8.3 with respect to a series of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be releasedSecurities.

Appears in 1 contract

Samples: Ggri Inc

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments reasonably requested acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Supplemental Indenture (Western Refining Logistics, LP)

Legal Defeasance and Discharge. Upon the Issuers’ Company exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Subsidiary Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Subsidiary Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such SectionSection and in Section 8.05, payments in respect of the principal of of, and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ Company’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Company exercises its Legal Defeasance option, each Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Chesapeake Oilfield Operating LLC)

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Notes and each Guarantor all obligations of the Guarantors shall be deemed to have been discharged its obligations with respect to its Subsidiary Guarantee, their obligations under the Note Guarantees related to the Notes on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees related to the Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (respectively, which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee Notes, the related Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest and Additional Interestinterest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03Article Two concerning issuing temporary Notes, 2.04registration of Notes and mutilated, 2.06destroyed, 2.07, 2.09 and 4.02 hereof lost or stolen Notes and the AppendixIssuers’ obligations under Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Windstream Services, LLC

Legal Defeasance and Discharge. Upon the Issuers’ Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and the Guarantors shall, subject the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, Note Guarantees on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, Notes and each Guarantor the Guarantors shall be deemed to have paid and discharged its Subsidiary Guarantee (the entire Indebtedness represented by the outstanding Note Guarantees, which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) , and to have satisfied all its their other obligations under such Notes or Subsidiary Guarantee and Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional InterestLiquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers’ Company's obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 Article 2 and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Company's obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Indenture (Key Energy Services Inc)

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged their its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Fourth Supplemental Indenture and the Sections of the Original Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of of, and interest and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03304, 2.04305, 2.06306, 2.07, 2.09 1002 and 1003 of the Original Indenture and Section 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Issuers Company may exercise their its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Company exercises its Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, Guarantee and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Whiting Petroleum Corp)

Legal Defeasance and Discharge. Upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding NotesNotes and Guarantees, and each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guaranteeas applicable, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below) , and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are duedue (but not the Change of Control Payment or the payment pursuant to the Asset Sale Offer), (b) the Issuers' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendixhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers' and the Subsidiary Guarantors' obligations in connection therewith and therewith, (d) the Legal Defeasance provisions Issuers' rights of optional redemption and (e) this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Appears in 1 contract

Samples: Gulfterra Energy Partners L P

Time is Money Join Law Insider Premium to draft better contracts faster.