Common use of Release of Liens Clause in Contracts

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of Senior Lenders, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) Senior Lenders are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by Senior Lenders in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior LendersAgent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Lenders Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Lenders Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Lenders Creditors may release or refrain from enforcing its their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of Senior Lenders, disposition of all or any portion of the CollateralCollateral by or with the consent of the Agent, Subordinated on behalf of the Secured Parties, or as otherwise permitted by the Credit Agreement, at any time prior to the date upon which the Discharge of Senior Debt shall have occurred, each Subordinating Creditor agrees that such sale or disposition shall will be free and clear of any the liens and security interests securing the Subordinated Debt (if any) of such Subordinating Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests Equity Interests (as defined below) in any ObligorApplicable Debtor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Subordinating Creditor further agrees to release the entities whose pledged equity interests Equity Interests are sold from all Subordinated Debt so long as the Agent also releases the entities whose Equity Interests are sold or disposed of from all Senior Debt]. Subordinated In furtherance thereof, each Subordinating Creditor agrees that, in connection with any such sale or other disposition, that (ia) Senior Lenders are the Agent is authorized to file any and all UCC and other applicable Uniform Commercial Code lien releases and/or terminations of the liens and security interests in respect of any liens property of the Applicable Debtor held by Subordinated such Subordinating Creditor in connection with such a sale or other disposition, and (iib) it shall will execute any and all lien and security interest releases or other documents necessary to release liens on property of the Applicable Debtor reasonably requested by Senior Lenders the Agent in connection therewith. In furtherance For purposes hereof, “Equity Interests” means Capital Stock (as defined below) and all warrants, options, or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock), and “Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (iv) any other interest or participation that confers on a Person the right to receive a share of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place profits and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collaterallosses of, or permit distributions of property of, the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditorissuing Person.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of Senior Lenders, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) Senior Lenders are authorized to file any and all UCC UCC, PPSA and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by Senior Lenders in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior LendersAgent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Lenders Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Lenders Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Lenders Creditors may release or refrain from enforcing its their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of Senior Lenders, disposition of all or any portion of the CollateralCollateral in connection with a Release Event at any time prior to the date upon which the Discharge of Senior Indebtedness shall have occurred, the Subordinated Creditor Agent, for and on behalf of itself and the Subordinated Lenders, agrees that the Liens securing the Subordinated Obligations with respect to such Collateral shall automatically be released without any further action by any party and such sale or disposition shall will be free and clear of any liens the Liens securing the Subordinated Creditor may have on such Collateral[, Obligations and, if the sale or other disposition includes any pledged equity interests Equity Interests in any Obligor, if the Subordinated Collateral includes Obligor or any such any pledged equity interestsof its Subsidiaries, the Subordinated Creditor Agent further agrees agrees, for and on behalf of itself and the Subordinated Lenders, that any guarantees by such Obligor or Subsidiary shall automatically be released without any further action by any party; provided that, in each case, (i) the Senior Agent also releases its Liens on such Collateral, (ii) the Proceeds of such disposition of such Collateral are applied, with respect to release (x) any sale or other disposition of Collateral pursuant to clauses (a) and (b) in the entities whose pledged equity interests are sold from all definition of “Release Event” hereunder, to permanently repay (or otherwise reduce in the case of a credit bid) the Senior Indebtedness, or (y) any sale or other disposition of Collateral pursuant to clause (c) in the definition of “Release Event” hereunder, in accordance with the terms of the Senior NIA and (iii) the Subordinated Debt]Agent shall still, subject to the terms of this Subordination Agreement, have a security interest with respect to the Proceeds of such Collateral, except to the extent applied to repay the Senior Indebtedness in accordance with the preceding clause (ii) of this Section 2.d. The Subordinated Creditor agrees Agent agrees, for and on behalf of itself and the Subordinated Lenders, without recourse to or warranty by the Subordinated Agent, that, in connection with any such sale or other disposition, disposition (i) the Senior Lenders are Agent is authorized to file any and all UCC and other applicable lien Lien releases and/or terminations in respect of any liens the Liens held by the Subordinated Creditor Agent or any Subordinated Lender in connection with such a sale or other disposition, and (ii) it shall will execute any and all lien Lien and guaranty releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance therewith and the Subordinated Agent, for and on behalf of itself and the foregoingSubordinated Xxxxxxx, Subordinated Creditor hereby irrevocably appoints the Senior Lenders Agent as its attorney-in-fact, with full authority and their lawful attorney in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, fact to execute any and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, all such appointment being coupled with an interest Xxxx releases and irrevocableother documents. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.e.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior LendersAgent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Lenders Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance of the foregoing, until the Senior Discharge Date, Subordinated Creditor hereby appoints the Senior Lenders Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute solely for the purpose of executing and deliver delivering any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Lenders Creditors may release or refrain from enforcing its their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of Senior Lenders, disposition of all or any portion of the CollateralCollateral by or with the consent of the Agent, Subordinated on behalf of the Secured Parties, or as otherwise permitted by the Credit Agreement, at any time prior to the date upon which the Discharge of Senior Debt shall have occurred, each Subordinating Creditor agrees that such sale or disposition shall will be free and clear of any the liens and security interests securing the Subordinated Debt (if any) of such Subordinating Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests Equity Interests (as defined below) in any ObligorApplicable Debtor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Subordinating Creditor further agrees to release the entities whose pledged equity interests Equity Interests are sold from all Subordinated Debt so long as the Agent also releases the entities whose Equity Interests are sold or disposed of from all Senior Debt]. Subordinated In furtherance thereof, each Subordinating Creditor agrees that, in connection with any such sale or other disposition, that (ia) Senior Lenders are the Agent is authorized to file any and all UCC and other applicable Uniform Commercial Code lien releases and/or terminations of the liens and security interests in respect of any liens property of the Applicable Debtor held by Subordinated such Subordinating Creditor in connection with such a sale or other disposition, and (iib) it shall will execute any and all lien and security interest releases or other documents necessary to release liens on property of the Applicable Debtor reasonably requested by Senior Lenders the Agent in connection therewith. In furtherance For purposes hereof, "Equity Interests" means Capital Stock (as defined below) and all warrants, options, or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock), and "Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (iv) any other interest or participation that confers on a Person the right to receive a share of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place profits and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collaterallosses of, or permit distributions of property of, the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditorissuing Person.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of Senior Lenders, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) Senior Lenders are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by Senior Lenders in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.and

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior LendersAgent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Lenders Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Lenders Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Lenders Creditors may release or refrain from enforcing its their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower and each Obligor free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior LendersAgent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Lenders Creditors are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Lenders Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Lenders Creditors may release or refrain from enforcing its their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower Credit Party and each Obligor free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.. ​

Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of the Senior LendersAgent, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Lenders Creditors are authorized to file [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any and all UCC and other applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by the Senior Lenders Agent in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints the Senior Lenders Agent as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that the Senior Lenders Creditors may release or refrain from enforcing its their security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditor.

Release of Liens. In Upon completion of articles and after final inspection and approval thereof by USE representative, Subcontractor shall submit invoice together with all required guarantees, permits and certificates plus (if requested by USE), Release of Liens in form satisfactory to USE showing that all charges for labor and material have been fully paid. Subcontractor shall furnish USE such documentation as USE may require (including release of liens from any lower tier subcontractor, vendor or supplier of Subcontractor) to show any subcontractor with the event above obligation. USE, at its option, may require proof of progress of the work and before interim payments are made to Subcontractor by USE. Approval by USE of Subcontractor's work shall not relieve Subcontractor of its obligation to USE. Subcontractor agrees that no mechanics' lien whatsoever shall be filed against USE, its Client or properties held by either party by Subcontractor or any subcontractor, supplier of any private labor, material, or public sale or other dispositionboth, by or with in the consent of Senior Lenders, of all or any portion performance of the Collateral, Subordinated Creditor agrees that work under this agreement and the right to such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further lien is hereby waived. Subcontractor agrees to release the entities whose pledged equity interests are sold indemnify and hold USE harmless from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) Senior Lenders are authorized to file any and all UCC and other applicable lien releases and/or terminations in respect such costs (including reasonable attorney fees) arising out of the filing of any lien by Subcontractor and any lower tier subcontractors, or supplier of Subcontractor. If notice is given of any claim or intention to file a lien, by any lower tier subcontractor, or supplier of Subcontractor, or if any liens held or claims arising from the work are filed by Subordinated Creditor in connection with any lower tier subcontractor, or supplier of subcontractor, against USE, its Client or the plant, site, material, work, or any of them, Subcontractor shall, on being informed thereof, immediately proceed to its best efforts to have such a sale liens or other dispositionclaims paid or stricken from the records and shall, insofar as it is reasonable, protect USE and its Client and such buildings, structures, and (ii) it Site therefrom. If such liens or claims are not released of record within 30 days from the time Subcontractor is notified thereof, USE shall execute have the right to take such action as is necessary to have the same done. Should there be any such liens or claims arising after all payments due Subcontractor have been made, Subcontractor, upon demand, shall reimburse USE for all moneys that USE be compelled to pay, including fees and all lien releases expenses, in discharging or other documents reasonably requested by Senior Lenders in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of substitution and in the name of Subordinated Creditor satisfying such liens or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated Creditor security interest, without incurring any liability to Subordinated Creditorclaims.