Discharge of Liability on Notes; Defeasance. (a) When (i) all outstanding Notes (other than Notes replaced pursuant to Section 2.07 have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it hereunder, or (ii) (A) all outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Issuer irrevocably deposits with the Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), as evidenced by an Officers’ Certificate of the Issuer, (C) no Default has occurred and is continuing on the date of the deposit, (D) the deposit will not result in a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound, and (E) the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), be discharged and cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.
Appears in 4 contracts
Samples: Indenture (Crocs, Inc.), Supplemental Indenture (Crocs, Inc.), Supplemental Indenture (Energizer Holdings, Inc.)
Discharge of Liability on Notes; Defeasance. (a) When (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 have been delivered to the Trustee 2.07) for cancellation and the Issuer has paid all sums payable by it hereunder, or (ii) (A) all outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Issuer irrevocably deposits with the Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof sufficient in the opinion of a nationally recognized accounting firm, to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), as evidenced by an Officers’ Certificate of the Issuer, (C) no Default has occurred and is continuing on the date of the deposit, (D) the deposit will not result in a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound, and (E) the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), be discharged and cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.
Appears in 2 contracts
Samples: Supplemental Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
