Common use of Discharge of Guaranty Upon Sale of Guarantor Clause in Contracts

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Disposition.

Appears in 4 contracts

Samples: Term Loan and Security Agreement (DXP Enterprises Inc), Term Loan and Security Agreement (DXP Enterprises Inc), Term Loan and Security Agreement (DXP Enterprises Inc)

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Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof or (B) if any a Guarantor is released of its Guaranty otherwise designated as an Unrestricted Subsidiary in accordance with this AgreementSection 5.15, then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Dispositionsale or other disposition.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Terraform Global, Inc.), Credit and Guaranty Agreement, Credit and Guaranty Agreement (TerraForm Power, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof or (B) if any a Guarantor is released of its Guaranty otherwise designated as an Unrestricted Subsidiary in accordance with this AgreementSection 5.15 (or otherwise become an Excluded Subsidiary), then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Dispositionsale or other disposition.

Appears in 2 contracts

Samples: Term Loan and Guaranty Agreement (TerraForm Power, Inc.), Credit and Guaranty Agreement (TerraForm Power, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests stock or assets of any Subsidiary Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as an Asset Sale permitted by, and in compliance with the provisions of subsections 7.7 and 2.4B(iii)(a) of the terms and conditions hereofCredit Agreement or otherwise consented to by Requisite Lenders, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset DispositionSale.

Appears in 2 contracts

Samples: Guaranty (Chippac Inc), Chippac LTD

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Subsidiary Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof to any party (other than a Loan Party) or if any Guarantor is released of its Guaranty otherwise such Subsidiary has been designated an Unrestricted Subsidiary in accordance with this Agreementthe definition thereof, then the Guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Dispositiondisposition.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Cheniere Energy, Inc.), Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty of such Guarantor (and, in the case of any other Guarantor that is a direct or indirect Subsidiary of the Guarantor being so sold or disposed of, the Guaranty of such other Guarantor) or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Dispositionasset sale.

Appears in 2 contracts

Samples: Counterpart Agreement (Och-Ziff Capital Management Group LLC), Governance Agreement (Och-Ziff Capital Management Group LLC)

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) or any Guarantor shall become an Immaterial Subsidiary in accordance with (and as permitted by) the terms and conditions hereof, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Dispositionsale or disposition.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (AVG Technologies N.V.)

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests stock or partnership or membership interest of any a Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger merger, consolidation or consolidationdissolution) in accordance with a sale or other disposition permitted by the Credit Agreement (other than sales or transfers between the Borrower and as permitted byits Restricted Subsidiaries or between or among such Restricted Subsidiaries) or that is otherwise consented to by the terms and conditions hereofRequired Lenders, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty obligations of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Credit Party or any other Person effective as of the time of such Asset Dispositionsale or other disposition.”

Appears in 1 contract

Samples: Guaranty (Encore Capital Group Inc)

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset DispositionSale and pursuant to Section 9 of the Pledge and Security Agreement, the Liens granted by such Guarantor shall be deemed to be automatically discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Eagle Rock Energy Partners, L.P.)

Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Subsidiary Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof to any party other than a Loan Party or if any Guarantor is released of its Guaranty otherwise such Subsidiary has been designated an Unrestricted Subsidiary in accordance with this Agreementthe definition thereof, then the Guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset DispositionSale.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Sabine Pass Liquefaction, LLC)

Discharge of Guaranty Upon Sale of Guarantor. If (a) all of the Equity Interests ownership interests of any Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with an Asset Sale permitted under the Credit Agreement (and as permitted by) other than a sale to the terms and conditions hereofBorrower or any other Loan Party), or if (b) any Guarantor is shall otherwise be released of its from this Guaranty otherwise in accordance with this the Loan Documents or with the consent of the Lenders pursuant to Section 9.08 of the Credit Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such Asset DispositionSale or other release.

Appears in 1 contract

Samples: Subsidiary Guaranty (Empire Resorts Inc)

Discharge of Guaranty Upon Sale of Guarantor. If (a) all of the Equity Interests Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, 164 hereof or (b) if any a Guarantor is released of its Guaranty otherwise designated as an Unrestricted Subsidiary in accordance with this AgreementSection 6.11, then in the case of each of clauses (a) and (b), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such Asset DispositionSale or designation as an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

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Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests assets (including, without limitation, any capital stock or securities of, or equity interests in) of any Guarantor Guarantor, or any of its successors in interest hereunder interest, shall be sold or otherwise disposed of (including by merger or consolidation) either (i) in accordance with Section 7(c) of the Note and Warrant Purchase Agreement or (and as permitted byii) otherwise consented to by the terms and conditions hereofGuaranteed Parties, or if any Guarantor is released of its Guaranty otherwise in accordance with this Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary the Guaranteed Parties or any other Person effective as of the time of such Asset Dispositionsale.

Appears in 1 contract

Samples: Subsidiary Guaranty (Artistdirect Inc)

Discharge of Guaranty Upon Sale of Guarantor. If In case (a) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, of this Agreement or if (b) any Guarantor is released of its Guaranty designated or otherwise becomes an Unrestricted Subsidiary in accordance with the terms and conditions of this Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Guaranteed Creditor or any other Person effective as of the time of such Asset Dispositionsale, other disposition or designation as Unrestricted Subsidiary, as applicable.

Appears in 1 contract

Samples: Credit Agreement (CVR Partners, Lp)

Discharge of Guaranty Upon Sale of Guarantor. If (a) all of the Equity Interests Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof or (b) if any a Guarantor is released of its Guaranty otherwise designated as an Unrestricted Subsidiary in accordance with this AgreementSection 6.11, then in the case of each of clauses (a) and (b), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such Asset DispositionSale or designation as an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof or if any (B) a Guarantor is released of its Guaranty otherwise designated as an Unrestricted Subsidiary in accordance with this AgreementSection 5.13, then in the case of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Dispositionsale or other disposition.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)

Discharge of Guaranty Upon Sale of Guarantor. If (i) all of the Equity Interests stock of any Guarantor or any of its successors in interest hereunder under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) an Asset Sale consented to by the terms and conditions hereofRequisite Lenders, or if (ii) any Guarantor is shall otherwise be released of its from this Guaranty otherwise in accordance with this Agreementthe Loan Documents or with the consent of the Requisite Lenders, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Secured Party or any other Person effective as of the time of such Asset DispositionSale.

Appears in 1 contract

Samples: Las Vegas Sands Corp

Discharge of Guaranty Upon Sale of Guarantor. If In case (a) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, of this Agreement or if (b) any Guarantor is released of its Guaranty designated or otherwise becomes an Unrestricted Subsidiary in accordance with the terms and conditions of this Agreement, then the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary Guaranteed Creditor or any other Person effective as of the time of such Asset Disposition.sale, other disposition or designation as Unrestricted Subsidiary, as applicable. 16.13

Appears in 1 contract

Samples: Abl Credit Agreement (CVR Partners, Lp)

Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with (and as permitted by) the terms and conditions hereof, hereof or (B) if any a Guarantor is released of its Guaranty otherwise designated as an Unrestricted Subsidiary in accordance with this AgreementSection 5.13, then in the case of each of clauses (A) and (B), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset DispositionSale.

Appears in 1 contract

Samples: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)

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