Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.

Appears in 7 contracts

Samples: Credit Agreement (Halyard Health, Inc.), Credit Agreement (Entercom Communications Corp), Credit Agreement (Halyard Health, Inc.)

AutoNDA by SimpleDocs

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is sold or otherwise transferred to a Person person or Personspersons, none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.

Appears in 6 contracts

Samples: Credit Agreement (Outfront Media Minnesota LLC), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (CBS Outdoor Americas Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Credit Documents, any portion of (i) the Equity Interests or all or substantially all property of any Guarantor is are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan PartyRestricted Subsidiary, or if (ii) any Guarantor shall be Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunderSubsidiary, then such Guarantor shallTransferred Guarantor, upon the consummation of such sale or transfer, designation and such Person so designated or other circumstancewhich becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.04 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document andSecurity Document, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this sentenceSection 6.08 in accordance with the relevant provisions of the Security Documents and this Agreement.

Appears in 6 contracts

Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.2 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Loan Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Loan Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Agent such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 11.9 in accordance with the relevant provisions of the Loan Documents, so long as Borrower shall have provided Agent such certifications or documents as Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Appears in 4 contracts

Samples: Guarantee and Security Agreement (EVmo, Inc.), Loan Agreement (Xfone Inc.), Subordination and Intercreditor Agreement (Volta Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Loan PartySubsidiary Guarantor, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Subsidiary Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person or PersonsPersons (other than any Company), none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, effective immediately upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all of the Equity Interests or all or substantially all property of any Subsidiary Guarantor is are sold or otherwise transferred to a Person person or Persons, none of which persons (other than any Company or any Affiliate thereof) or any Subsidiary is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain (in any such case, a Guarantor hereunder“Transferred Subsidiary Guarantor”), then such Transferred Subsidiary Guarantor shall, upon the consummation of such sale or transfer, designation transfer or other circumstancedesignation, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof11.03) and its obligations to pledge and grant any Collateral (including any Lien thereon) owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Transferred Subsidiary Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent as shall reasonably request, the Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent shall to take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests such Guarantor shall become an Excluded Subsidiary or all or substantially all property of the Equity Interests of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is a Borrower or another Loan Party, or if any Guarantor shall be designated an Unrestricted such Excluded Subsidiary or otherwise not be required to remain a Transferred Guarantor hereunder, then such Guarantor (as the case may be) shall, upon the consummation of such change of status or sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the Term Loan Documents on the same terms.

Appears in 2 contracts

Samples: Security Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor that is a Subsidiary of Parent is sold or otherwise transferred to a Person person or Personspersons, none of which is a Loan Party, or if any Guarantor that is a Subsidiary of Parent shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such GuarantorGuarantor or its designation as an Unrestricted Subsidiary, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentencesentence (including the execution, as applicable, and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to evidence such release).

Appears in 2 contracts

Samples: Credit Agreement (Uniti Group Inc.), Credit Agreement (Communications Sales & Leasing, Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (i) all of the Equity Interests or (ii) all or substantially all of the property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons (other than any Company or any Affiliate thereof), none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof10.03) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents the Collateral Agent and/or the Administrative Agent as any Agent shall reasonably request, the Collateral Agent shall take take, and the Lenders hereby irrevocably authorize the Collateral Agent to take, such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents.

Appears in 1 contract

Samples: Credit Agreement (HC2 Holdings, Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.. 170

Appears in 1 contract

Samples: Credit Agreement (CBS Corp)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the Senior Unsecured Note Purchase Documents on the same terms.

Appears in 1 contract

Samples: Credit Agreement (Cambium-Voyager Holdings, Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests such Guarantor shall become an Excluded Subsidiary or all or substantially all property of the Equity Interests of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is a Borrower or another Loan Party, or if any Guarantor shall be designated an Unrestricted such Excluded Subsidiary or otherwise not be required to remain a Transferred Guarantor hereunder, then such Guarantor (as the case may be) shall, upon the consummation of such change of status or sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the ABL Facility 38669945_32 Documents on the same terms.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Companies, Inc.)

AutoNDA by SimpleDocs

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any either Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.

Appears in 1 contract

Samples: Credit Agreement (Avanos Medical, Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of the Property of any Guarantor is are sold or otherwise transferred to a Person or Persons, none of which is a Persons (other than any Loan Party) (a “Transferred Guarantor”), or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereofSections 9.5 and 9.6) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 8.9 in accordance with the relevant provisions of the Collateral Documents.

Appears in 1 contract

Samples: Term Loan Agreement (Stanadyne Holdings, Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests such Guarantor shall become an Excluded Subsidiary or all or substantially all property of the Equity Interests of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is a Borrower or another Loan Party, or if any Guarantor shall be designated an Unrestricted such Excluded Subsidiary or otherwise not be required to remain a Transferred Guarantor hereunder, then such Guarantor (as the case may be) shall, upon the consummation of such change of status or sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the ABL Facility Documents on the same terms.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Companies Lp)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (i) all of the Equity Interests or (ii) all or substantially all of the property of any Subsidiary Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person or PersonsPersons (other than any Company or any Affiliate thereof), none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof10.03) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents the Collateral Agent and/or the Administrative Agent as any Agent shall reasonably request, the Collateral Agent shall take take, and the Lenders hereby irrevocably authorize the Collateral Agent to take, such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents.

Appears in 1 contract

Samples: Credit Agreement (Biglari Holdings Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (i) all or substantially all of the Equity Interests or all or substantially all property Property of any Guarantor is are sold or otherwise transferred to a Person or Persons, Persons none of which is a Loan Party, Party or if (ii) any Guarantor shall be designated becomes an Unrestricted Excluded Subsidiary or otherwise not be required (any such Guarantor, and any Guarantor referred to remain in clause (i), a Guarantor hereunder“Transferred Guarantor”), then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation transfer or other circumstancetransaction, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.Section

Appears in 1 contract

Samples: Loan and Security Agreement (YRC Worldwide Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.2 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Loan Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Loan Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Agent such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 11.9 in accordance with the relevant provisions of the Loan Documents, so long as Borrower shall have provided Agent such certifications or documents as Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Appears in 1 contract

Samples: Term Loan, Guarantee and Security Agreement (Volta Inc.)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (i) all of the Equity Interests or (ii) all or substantially all of the property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons (other than any Loan Party or any Affiliate thereof), none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof10.03) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents the Collateral Agent and/or the Administrative Agent as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents.

Appears in 1 contract

Samples: Credit Agreement (Five Below, Inc)

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor that is a Subsidiary of Parent is sold or otherwise transferred to a Person person or Personspersons, none of which is a Loan Party, or if any Guarantor that is a Subsidiary of Parent shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section ‎Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such GuarantorGuarantor or its designation as an Unrestricted Subsidiary, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentencesentence (including the execution, as applicable, and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to evidence such release).

Appears in 1 contract

Samples: Credit Agreement (Uniti Group Inc.)

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