Common use of Release; Termination Clause in Contracts

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Agent will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: Credit Agreement (Esterline Technologies Corp)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any the Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Collateral Agent Secured Party will, at such the Grantor's ’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing continuing, and (ii) such the Grantor shall have delivered to the Collateral AgentSecured Party, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Secured Party and a certificate of such the Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent Secured Party may request. (b) Upon the latest earlier of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted)Obligations, (ii) prepayment pursuant to Section 2.06(a) or (b) of the Termination Date Loan Agreement as amended in Amendment 1, of an amount of Advances which, taken together with all such previous prepayments pursuant to such Section, equals $5,000,000 (provided that all amounts of accrued and unpaid interest required to be paid pursuant to such Section are also paid in full), and (iii) realization and application to the termination or expiration payment of all Letters the Secured Obligations of Credit and all Secured Hedge Agreementsthe amounts specified in Section 14(e), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Secured Party will, at the applicable Grantor's ’s expense, execute and deliver to such the Grantor such documents as such the Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: Security Agreement (Osiris Therapeutics, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Administrative Agent will, at such Grantor's ’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and continuing, (ii) such Grantor shall have delivered to the Collateral Administrative Agent, at least ten two (2) Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Administrative Agent may requestrequest and (iii) each Grantor shall comply with Section 2.05 of the Credit Agreement with respect to any such sale, lease, transfer or other disposition. (b) Upon the latest of (i) the payment in full in cash occurrence of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDischarge, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor's Grantors’ expense, execute and deliver to such Grantor Grantors such documents as such any Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: Security Agreement (Chemtura CORP)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Collateral Agent Secured Party will, at such Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing continuing, and (ii) such Grantor shall have delivered to the Collateral AgentSecured Party, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent Secured Party and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent Secured Party may request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsDate, the pledge pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent Secured Party will, at the applicable Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: Security Agreement (Medplus Inc /Oh/)

Release; Termination. (a) Upon While the Facility Agreement is in effect, upon any sale, lease, transfer or other disposition of any item of Collateral of any the Grantor in accordance with the terms of the Loan Documents Finance Documents, the security interest granted hereby in such Collateral shall immediately and automatically terminate and all rights to such Collateral shall revert to the Grantor without any further action by the Secured Party or any other person effective as of the time of such sale, lease, transfer or other disposition. (b) Except as provided in Section 13, which Obligations shall survive termination until the payment or performance in full of the Obligations then owing to the Secured Party, the pledge and security interest granted hereby with respect to the Obligations, shall terminate and all rights to the Collateral in favor of the Secured Party shall revert to the Grantor without any further action by the Secured Party or any other than sales person. (c) Notwithstanding the foregoing provisions of Inventory this Section 17, in the ordinary course event that any payment of business)the Obligations is avoided or otherwise required to be rescinded, the security interest granted in this Agreement shall be reinstated as of the date of such payment as if the avoided or rescinded payment had never been received. (d) Upon any termination of the security interest with respect to any of the Collateral Agent hereunder or any discharge and release of the Grantor's obligations hereunder, in each case as described in subsections (a) through (b) of this Section 17, the Secured Party will, at such the Grantor's expense, execute and deliver to such the Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination discharge or release; provided, however, the Secured Party may, at its discretion, elect to delay the delivery of such documents until 220 days after the date of the final payment of the Obligation.

Appears in 1 contract

Sources: Security Agreement (Flagstone Reinsurance Holdings LTD)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Collateral Agent will, at such Grantor's ’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been assertednot yet accrued and payable), (ii) the Termination Latest Maturity Date of all Term Loans and Term Commitments and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsAgreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable Hedge Bank have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor's ’s expense, execute and deliver to such Grantor Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: First Lien Credit Agreement (GMS Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with with, the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business)Documents, the Collateral Administrative Agent will, at such Grantor's ’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed release, Administrative Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Administrative Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Administrative Agent may request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Maturity Date and (iii) the termination or expiration of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Hedge Cash Management Agreements, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Administrative Agent will, at the applicable Grantor's ’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: Security Agreement (Michael Foods Group, Inc.)

Release; Termination. (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan Indenture Documents (other than sales of Inventory in the ordinary course of business, which Inventory shall automatically be released from the assignment and security interest hereunder), the Collateral Agent will, at such Grantor's ’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Collateral Agent, at least ten (10) Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Indenture Documents and as to such other matters as the Collateral Agent may request. (b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than Obligations in respect of Hedge Agreements to the extent not due and payable or in respect of contingent obligations as to which no claim has been asserted), (ii) the Termination Date satisfaction and (iii) discharge of the termination or expiration of all Letters of Credit and all Secured Hedge AgreementsIndenture, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor's ’s expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Appears in 1 contract

Sources: Second Lien Security Agreement (Verrazano,inc.)