Partial Release of Shared Collateral Sample Clauses

Partial Release of Shared Collateral. 28 ------------------------------------- SECTION 8.02.
Sample 1
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Partial Release of Shared Collateral. (a) Upon any sale, lease, transfer or other Disposition of any item of Shared Collateral of any Grantor in accordance with the terms of the Credit Agreement, (i) so long as the Collateral Trustees shall not be required to execute a release or release possession with respect thereto, the security interest in such Shared Collateral shall be released automatically, and without further action, and (ii) under any other circumstance, (x) upon the delivery to the Collateral Trustees of a certificate of the Borrower to the effect that such sale, lease, transfer or other Disposition is in accordance with the terms of the Credit Agreement and (y) within five (5) Business Days after notice to the Required Representative, the Payment Agent and each other Representative of the receipt by the Collateral Trustee of such a certificate, if prior to the end of such period the Collateral Trustees have not received a written objection from the Required Representative or the Payment Agent, the security interest in such Shared Collateral shall be released and the Collateral Trustees will, at such Grantor's expense, execute and deliver to such Grantor, on the date of the proposed release (or as promptly thereafter as possible), a release or releases (including, without limitation, Uniform Commercial Code release statements and instruments of satisfaction, discharge and/or reconveyance) in recordable form as to the Shared Collateral specified in such Notice of Partial Release from the liens, security interests, conveyances and assignments evidenced by the Shared Collateral Documents, which release shall state that it is effective as of the date of such Disposition; provided, however, that if such sale, lease, transfer or other Disposition would result in a prepayment under Section 2.05(b)(i) of the Credit Agreement, then an Authorized Officer of the Borrower shall be required to deliver a notice at least five Business days prior to the date of such Disposition which notice shall (i) specify the Shared Collateral to be so sold or otherwise disposed of and the proposed date of such sale or other Disposition, and (ii) certify that the Net Cash Proceeds of such Shared Collateral will be applied in accordance with the Credit Agreement and this Agreement, and the Grantors are not, and after giving effect to such release, would not be, in Default under the Credit Agreement; provided further, however, that, if prior to the time that the Collateral Trustees deliver a release pursuant to t...
Sample 1
Partial Release of Shared Collateral. (a) The Company may, from time to time so long as no Actionable Default shall have occurred and be continuing, request the release of the lien and security interest in the Shared Collateral, or any portion thereof, created under the Shared Collateral Documents, upon notice to the Collateral Trustees (with a copy to the Administrative Agent) from an Authorized Officer of the Company (a "NOTICE OF PARTIAL RELEASE"), which Notice of Partial Release shall be delivered to the Collateral Trustees at least ten Business Days prior to the date of the proposed release (unless a shorter period of time is acceptable to the Collateral Trustees and the Administrative Agent) and shall
Sample 1

Related to Partial Release of Shared Collateral

  • Partial Release of Collateral Lender hereby releases the following collateral:

  • Partial Release After the First Open Defeasance Date and prior to the First Open Payment Date, and provided no Event of Default exists, Borrower may from time to time obtain a partial release (a “Partial Release”) from the lien of the Mortgage and the Loan Documents of up to two of the individual Mortgaged Properties listed on Schedule 2.17 hereto (each such individual Mortgaged Property to be released, a “Partial Release Property”), provided that all of the following conditions precedent have been satisfied with respect to any such Partial Release of any such Partial Release Property:

  • Release of Individual Property Concurrently with the release of an Individual Property from the Lien of the Mortgage (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

  • Partial Releases If any of the Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Pledgor, shall promptly execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral and the Equity Interests of the Issuer thereof. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request of a Responsible Officer of the Borrower for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

  • Release of Collateral Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

  • Termination of Security Interests; Release of Collateral Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interest or release of any Collateral, the Secured Party will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interest or the release of such Collateral, as the case may be.

  • Specific Release of ADEA Claims In further consideration of the payments and benefits provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, Executive hereby acknowledges and confirms the following: (i) Executive was, and is hereby, advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; (iii) Executive knowingly and voluntarily accepts the terms of this Agreement; (iv) the payments and benefits provided to Executive in consideration of this release are in addition to any amounts otherwise owed to Executive; and (v) this Agreement is written in a manner designed to be understood by Executive and he understands it. Executive also understands that he has seven days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

  • Retention of Collateral In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.

  • Release of Escrow Fund (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

  • Right to Release Any Portion of the Property Lender may release any portion of the Property for such consideration as Lender may require without, as to the remainder of the Property, in any way impairing or affecting the lien or priority of this Security Instrument, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if any, received by Lender for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as Lender may require without being accountable for so doing to any other lienholder. This Security Instrument shall continue as a lien and security interest in the remaining portion of the Property.

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