Common use of Releases Following Sale of Assets Clause in Contracts

Releases Following Sale of Assets. In the event of a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Capital Stock of any Guarantor permitted under this Indenture, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and the Indenture; provided that the Net Proceeds of such transfer, conveyance, sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this Indenture. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, if any, and interest on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 10.

Appears in 4 contracts

Samples: Indenture (CGG), Supplemental Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)

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Releases Following Sale of Assets. In the event of a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Capital Stock of any Guarantor permitted under this IndentureGuarantor, then such Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee and the Indenture; provided that the Net Proceeds of such transfer, conveyance, sale or other disposition are applied in accordance with the provisions of Section 4.10 4.12 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee and this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and premium, if any, and interest on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 10.

Appears in 4 contracts

Samples: Indenture (CGG), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)

Releases Following Sale of Assets. In the event of a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Capital Stock of any Guarantor permitted under this IndentureGuarantor, then such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and the Indenture; provided that the Net Proceeds of such transfer, conveyance, sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this Indenture. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, if any, and interest on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 10.

Appears in 2 contracts

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

Releases Following Sale of Assets. In the event of a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or Capital Stock of any Guarantor, by way of merger, consolidation or otherwise, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of any Guarantor permitted under this Indenture, then such Guarantor will Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and Guarantee; provided, however, that (i) in the Indenture; provided that event such transaction constitutes an Asset Sale, the Net Proceeds of from such transfer, conveyance, sale or other disposition are applied treated in accordance with the provisions of Section 4.10 hereofhereof and (ii) the Company is in compliance with all other provisions of this Indenture applicable to such disposition. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations Obligation under its Subsidiary Guarantee and this IndentureGuarantee. Any Guarantor not released from its obligations Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premiumpremium and interest, if any, and interest on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 10.

Appears in 2 contracts

Samples: Trico Marine Services (Trico Marine Services Inc), Trico Marine Services (Saevik Shipping As)

Releases Following Sale of Assets. In the event of Upon a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets of any Guarantor or all of the Capital Stock of any Guarantor permitted under this Indentureto any person that is not an Affiliate of Consoltex Group, by way of amalgamation, merger, consolidation or otherwise, then such Guarantor will (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any its obligations under its Subsidiary Guarantee and the IndentureGuarantee; provided that (i) such sale or disposition is in compliance with Section 4.10 hereof and (ii) the Net Proceeds of any such transfer, conveyance, sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. Upon delivery by the Company Issuers to the Trustee of an Officers' Certificate to the effect of the foregoingforegoing clauses (i) and (ii), the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations Obligations under its Subsidiary Guarantee and this IndentureGuarantee. Any Guarantor not released from its obligations Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and of, premium, if any, and interest on the Notes and for the other Obligations of such Guarantor the Issuers under this Indenture as provided in this Article 10Ten.

Appears in 2 contracts

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

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Releases Following Sale of Assets. In the event of (i) a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or (ii) a sale or other disposition of all of the Capital Stock capital stock of any Guarantor permitted under this Indenture, then such Guarantor will shall be released and relieved of any obligations under its Subsidiary Guarantee and the IndentureGuarantee; provided that (i) the Net Proceeds of from such transfer, conveyance, sale or other disposition are applied treated in accordance with the provisions of Section 4.10 hereofhereof and (ii) the Company is in compliance with all other provisions of this Indenture applicable to such disposition. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations Obligation under its Subsidiary Guarantee and this IndentureGuarantee. Any Guarantor not released from its obligations Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 1011.

Appears in 2 contracts

Samples: Indenture (RWBV Acquisition Corp), Indenture (B&g Foods Inc)

Releases Following Sale of Assets. In the event of a transfer, conveyance, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Capital Stock of any Guarantor permitted under this Indentureowned by the Company and its Subsidiaries, then such Guarantor will shall be released and relieved of any obligations under its Subsidiary Guarantee and Guarantee; provided, however, that in the Indenture; provided that event such transaction constitutes an Asset Sale, the Net Proceeds of from such transfer, conveyance, sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this IndentureGuarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and premium, interest and Additional Interest, if any, and interest on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 10.

Appears in 1 contract

Samples: Indenture (Bristow Group Inc)

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