Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

Appears in 5 contracts

Samples: TransDigm Group INC, TransDigm Group INC, TransDigm Group INC

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Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or would otherwise not be required to be joined as a Guarantor pursuant to this Indenture if acquired as of such date or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, and upon receipt by the Trustee of the documents required by Section 13.04 hereof, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

Appears in 4 contracts

Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), TransDigm Group INC

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and, if in connection therewith, the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

Appears in 2 contracts

Samples: TransDigm Group INC, TransDigm Group INC

Release of Guarantor. Upon In the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all of the assets of such Guarantor (in each caseany Guarantor, other than by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor then held by the Company and the Restricted Subsidiaries, except in any case to the Company or an Affiliate any Restricted Subsidiary, then that Guarantor will be released and relieved of the Company), any obligations under its Note Guarantee; provided that such sale or upon designation other disposition complies with Section 4.15 or Section 5.01 of a this Indenture. Any Guarantor that is designated as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or that otherwise ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option Guarantor, in each case in accordance with the provisions of Article 8 hereofthis Indenture, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall will be released from all obligations under this Article 11 without any further action required on its Note Guarantee upon effectiveness of such Designation or when it first ceases to be a Restricted Subsidiary, as the part of the Trustee or any Holdercase may be. At the request of the Company, the The Trustee shall execute and deliver an appropriate instrument provided to it evidencing the release of a Guarantor pursuant upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.0710.04. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Note Guarantee as provided in this Article 10. The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article 10.

Appears in 2 contracts

Samples: Indenture (Phi Inc), Indenture (Phi Inc)

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or would otherwise not be required to be joined as a Guarantor pursuant to this Indenture if acquired as of such date or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. At the request of the CompanyCompany and upon receipt by the Trustee of the documents required by Section 11.02 hereof, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0710.07.

Appears in 2 contracts

Samples: Indenture (TransDigm Group INC), TransDigm Group INC

Release of Guarantor. Upon In the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interests of any Guarantor then held by the Borrower and the Restricted Subsidiaries, except in any case to the Borrower or any Restricted Subsidiary, then that Guarantor will be automatically released and relieved of any obligations under its Loan Guarantee and any Lien on or security interest in any assets of such Guarantor (in each case, other than a will be automatically released; provided that such sale or other disposition to the Company complies with Section 6.07 or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms Section 6.13 of this Indenture, such Agreement. Any Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or that ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereofthis Agreement, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall will be automatically released from all obligations under this Article 11 without its Loan Guarantee and any further action required Lien on the part or security interest in any assets of the Trustee or any Holdersuch Restricted Subsidiary will be automatically released when it first ceases to be a Subsidiary. At the request of the Company, the Trustee The Administrative Agent shall execute and deliver an appropriate instrument provided to it evidencing the release of a Guarantor pursuant upon receipt of a request of the Borrower accompanied by an Officer’s Certificate certifying as to the compliance with this Section 11.079.04. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Loan Guarantee as provided in this Article IX. The Administrative Agent shall execute any documents reasonably requested by the Borrower or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Loan Guarantee under this Article IX.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Phi Inc), Term Loan Credit Agreement (PHI Group, Inc./De)

Release of Guarantor. Upon In the event of a sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or merger) of otherwise, or a Guarantor or the sale or other disposition of all or substantially all of the assets Equity Interests of any Subsidiary Guarantor then held by the Company and the Restricted Subsidiaries, then that Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the Net Available Proceeds of such Guarantor (in each case, other than a sale or other disposition to the Company or an Affiliate are applied in accordance with Section 4.15 of the Company), or upon designation of a this Indenture. Any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or that otherwise ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option Guarantor, in each case in accordance with the provisions of Article 8 hereofthis Indenture, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall will be released from all obligations under this Article 11 without any further action required on its Note Guarantee upon effectiveness of such Designation or when it first ceases to be a Restricted Subsidiary, as the part of the Trustee or any Holdercase may be. At the request of the Company, the The Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant upon receipt of a request of the Company accompanied by an Officers Certificate certifying as to the compliance with this Section 11.0710.04. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Note Guarantee as provided in this Article 10. The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Note Guarantee endorsed on the Notes and under this Article 10.

Appears in 1 contract

Samples: Helicopter Management LLC

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, case other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

Appears in 1 contract

Samples: Indenture (Transdigm Inc)

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or would otherwise not be required to be joined as a Guarantor pursuant to this Indenture if acquired as of such date or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 10 without any further action required on the part of the Trustee or any Holder. At the request of the CompanyCompany and upon receipt by the Trustee of the documents required by Section 11.02 hereof, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.10.07. 91

Appears in 1 contract

Samples: Indenture (TransDigm Group INC)

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company a) If no Default exists or of any Guarantorwould exist under this Indenture, upon (i) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all of the Capital Stock of such Guarantor by the Company in compliance with all of the terms of this Indenture if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture, (ii) in connection with any sale or other disposition of all or substantially all of the assets of such that Guarantor (in each caseincluding, other than a without limitation, by way of the merger or consolidation) if the Company applies the Net Cash Proceeds of that sale or other disposition to in accordance with the Company applicable provisions of this Indenture or an Affiliate of (iii) the Company), or upon designation of a such Guarantor as an Unrestricted Subsidiary pursuant to in accordance with all the terms of this Indenture, such Guarantor’s Guarantee shall be released, and such Guarantor shall be deemed released from all obligations under this Article 11 Eleven without any further action required on the part of the Trustee or any Holder. If such Guarantor is not so released such Guarantor or the Guarantor becomes an Immaterial Domestic Restricted Subsidiary entity surviving such Guarantor, as applicable, shall remain or ceases to be a Subsidiary or if the Company exercises liable under its Legal Defeasance option or its Covenant Defeasance option Guarantee as provided in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07Eleven.

Appears in 1 contract

Samples: Standard Commercial Corp

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company Company, the Issuer or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the Company), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary of the Company or if the Company Issuer exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings Holdings, the Company and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the CompanyIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

Appears in 1 contract

Samples: TransDigm Group INC

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Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a such Guarantor or (b) the sale or disposition of all or substantially all of the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.08 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.02.

Appears in 1 contract

Samples: Central Garden & Pet Co

Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or (b) the sale or disposition of all or substantially all the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.

Appears in 1 contract

Samples: Supplemental Indenture (Jarden Corp)

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a such Guarantor or (b) the sale or disposition of all or substantially all of the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.

Appears in 1 contract

Samples: Supplemental Indenture (Jarden Corp)

Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or (b) the sale or disposition of all or substantially all the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.

Appears in 1 contract

Samples: Supplemental Indenture (Jarden Corp)

Release of Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case, other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and, if in connection therewith, the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

Appears in 1 contract

Samples: TransDigm Group INC

Release of Guarantor. (a) Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of any Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor or (b) the sale or disposition of all or substantially all the assets of such Guarantor (in each casecase of clauses (a) and (b), other than a sale or disposition to the Company or an Affiliate of the CompanyCompany and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), (c) upon the release of such Guarantor from its guarantee, if any, of all pledges and security, if any, granted by such Guarantor in connection with the Credit Facility or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a Subsidiary or if the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof, hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, Holdings and each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.0711.06.

Appears in 1 contract

Samples: Supplemental Indenture (Jarden Corp)

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