Certain Releases. TILC agrees to cause the Lessee under the Lease to use its best efforts, within 120 days of the Closing Date, (a) in the case of each Acknowledgment Party (as defined below), to obtain an Acknowledgment, and (b) in the case of each Release Party (as defined below), to obtain a Release (as defined below) and cause to be filed a related Alberta PPSA Release Filing (as defined below), in each case with respect to the applicable Affected Alberta PPSA Units leased by the Lessee under the Lease. In the event any such Acknowledgments or Releases are not obtained (or TILC determines that they will not be obtained) within such 120 day period, TILC agrees not later than the next Business Day following the conclusion of such 120 day period to transfer to the Lessee, as a capital contribution in respect of TILC's indirect 100% equity interest in the Lessee, an additional number of Pledged Units ("Additional Pledged Units") at least equal to the number of Affected Alberta PPSA Units as to which an Acknowledgment or Release (as applicable) has not been obtained. The Additional Pledged Units shall be of the same car type and of the same or newer model year (or otherwise approved by the Required Beneficiaries, which approval in each case shall not be unreasonably withheld) as the relevant Affected Alberta PPSA Units, and free and clear of all Liens (other than Permitted Liens of the type described in clauses (ii), (iv) and (v) of the definition thereof) and have a fair market value (except to a de minimis extent), utility and remaining economic useful life at least equal to the relevant Affected Alberta PPSA Units (assuming such Units were in the condition required to be maintained by the terms of the related Lease). Upon such transfer to the Lessee each Additional Pledged Unit shall automatically, without further action required, become subject to the Security Interests of the Collateral Agency Agreement as provided therein, unless and until released therefrom in accordance with the relevant provisions of the Collateral Agency Agreement. As used in this subsection,
Certain Releases. If the proceeds of any Advance will be used by the Borrower to acquire Collateral Obligations from the Equityholder, the Administrative Agent shall have received evidence satisfactory to it that any liens and other encumbrances on such Collateral Obligations have been terminated; and
Certain Releases. Provided that no Default or Event of Default has occurred and is continuing or would result therefrom:
Certain Releases. Other than during the continuance of a Default or Event of Default, at the request of the Borrower, the Administrative Agent shall release any Guarantor from the Guarantee Agreement in connection with (i) the sale, transfer or other disposition of such Guarantor, permitted by this Agreement (including, without limitation, in connection with any transaction that results in such Guarantor ceasing to be a Wholly Owned Domestic Subsidiary), or all or substantially all of the assets owned by such Guarantor in an Asset Sale permitted by this Agreement, or (ii) a redesignation of such Guarantor as an Unrestricted Subsidiary pursuant to Section 5.09(b); provided that prior to any such release pursuant to clause (i) of this subsection (c), the Borrower shall deliver a certificate of the Financial Officer of the Borrower setting forth in reasonable detail computations evidencing compliance with Sections 6.10 and 6.11 on a pro forma basis after giving effect to such release and certifying that no Default or Event of Default has occurred and is continuing, or would occur after giving effect to such release.
Certain Releases. In the event that any asset sale permitted under subsection 9.3(d) consists in whole or in part of the sale of all of the capital stock of (or other ownership interests in) a Subsidiary that is owned by the Borrower or any other Subsidiary of the Borrower, upon the request of the Borrower, the Administrative Agent shall release the Subsidiary whose stock (or other ownership interests) has (have) been sold from any duties and obligations to the Lenders pursuant to this Agreement and the other Loan Documents to which such Subsidiary may be a party; provided that (a) at the times of such request and release any Indebtedness evidenced by a Pledged Note made by such Subsidiary has been fully satisfied, and (b) no Default has occurred and is continuing or would result from such releases.
Certain Releases. Subject to the Intercreditor Agreement, each of the Lenders and the Issuing Banks hereby:
Certain Releases. The Company shall have obtained releases ---------------- in form and substance acceptable to Digital Angel as Digital Angel may reasonably require.
Certain Releases. Other than during the continuance of a Default or Event of Default, at the request of the Borrower, the Agent shall release any Guarantor from the Guarantee Agreement in connection with the sale, transfer or other disposition of such Guarantor permitted by this Agreement or all or substantially all of the assets owned by such Guarantor in an Asset Sale permitted by this Agreement; provided that prior to any such release the Borrower shall deliver a certificate of the Financial Officer of the Borrower setting forth in reasonable detail computations evidencing compliance with Sections 6.12 and 6.13 on a pro forma basis after giving effect to such release and certifying that no Default or Event of Default has occurred and is continuing, or would occur after giving effect to such release.
Certain Releases. Without limiting the provisions of Paragraph 5G(1) above, the holders of the Notes agree that each of Grace and A&B II, LLC shall be automatically released from its obligations under the Multiparty Guaranty upon the consummation of the sale of all or substantially all of the business of Grace and its Subsidiaries to a Person other than Holdings or a Subsidiary or other Affiliate of Holdings in a transaction permitted under the terms of this Agreement, whether such sale is structured as the sale of all or substantially all of the assets of Grace and its Subsidiaries or as a sale of all or substantially all of the Equity Interests of Grace or of A&B II, LLC; provided that: (1) each of Grace and A&B II, LLC is, prior to or simultaneously with its release from the Multiparty Guaranty, released from any and all other Guarantees under all other Principal Credit Facilities; (2) no Default or Event of Default would exist immediately before or after giving effect to the release of Grace and A&B II, LLC from the Multiparty Guaranty; and (3) if any lender other than the holders of the Notes receives any consideration in connection with the release of Grace or A&B II, LLC from any Guarantee under any other Principal Credit Facility, then the holders of the Notes shall be paid an amount equal to their ratable share of such consideration concurrently therewith.
Certain Releases. Effective as of the Amendment Effective Date,
