Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. (c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 10 contracts
Sources: Supplemental Indenture (CoreCivic, Inc.), Supplemental Indenture (CoreCivic, Inc.), Supplemental Indenture (CoreCivic, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of Upon any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary any Guarantor (including by way of mergermerger or consolidation), consolidation or otherwise) in a transaction not prohibited by Section 3.09, to a any Person that who is not (either before or after giving effect to such the transaction) the Company or a Restricted Subsidiary of the IssuerCompany, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee;
(iib) a In connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiarythat Guarantor, in each case, a transaction not prohibited by Section 3.09 to a any Person that who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such transactionsGuarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10.
(c) If any Guarantor merges with and into the Company, with the Company surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of the Issuerliquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(iiie) upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(f) If any Guarantor (a) no longer constitutes a Domestic Subsidiary or (b) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Notes pursuant Company and is not materially disadvantageous to Article Eight the holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee. The Company will notify the Indenture or (iv) Trustee if the Guaranteeing Subsidiary any Guarantor is released from its guarantees Subsidiary Guarantee. Any Guarantor not released from its obligations under all Credit Facilities its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Issuer or another Notes and for the other obligations of any Guarantor (including under this Indenture as a result of such Credit Facilities ceasing to be outstanding)provided in this Article 10. Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 8 contracts
Sources: Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the Issuerevent of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) or the Person acquiring the properties or assets (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition of all or substantially all of the Notes pursuant properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that sale or other disposition does not violate the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor ceases to Article Eight be a Restricted Subsidiary of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Targa Resources Partners as a result of such Credit Facilities ceasing to be outstanding)the sale or other disposition. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture this Indenture, including without limitation Section 4.10 hereof, and this Supplemental Indenture with respect that such Guarantor has ceased to the release be a Restricted Subsidiary of such Guaranteeing Subsidiary have been satisfiedTarga Resources Partners, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 8 contracts
Sources: Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 10.12, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In addition, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee:
(i) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(ii) upon Legal Defeasance in accordance with Article Thirteen of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of this Indenture;
(iii) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default shall have occurred and is continuing; or
(iv) at such time as such Guarantor does not have outstanding any Guarantee of any Indebtedness (other than the Notes) of the Company or any Guarantor in excess of $10.0 million in aggregate principal amount.
(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 14.5 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the IndentureFourteen.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 6 contracts
Sources: Sixteenth Supplemental Indenture (Plains Exploration & Production Co), Eleventh Supplemental Indenture (Plains Exploration & Production Co), Third Supplemental Indenture (Plains Exploration & Production Co)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the Issuerprovisions of Section 4.10 hereof, (iii) upon Legal Defeasance or Covenant Defeasance and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners in the Notes pursuant to Article Eight case of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including and as a result of such Credit Facilities ceasing to be outstanding)the sale or other disposition of its Capital Stock. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release Note Guarantee of such Guaranteeing Subsidiary have Guarantor has been satisfiedreleased in accordance with this Section 10.05, the Trustee shall will execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee and all of its other obligations under this Indenture.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture.
(c) A Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture at such time as that Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility.
(d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any such Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 5 contracts
Sources: Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP), Indenture (Targa Resources Partners LP)
Releases. (a) The Guaranteeing Subsidiary will be released and relived In the event of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any a sale or other transfer or disposition of all or substantially all of the assets Capital Stock in any Subsidiary Guarantor to any Person that is not an Affiliate of the Guaranteeing Subsidiary Company in compliance with Section 8.9 or (including ii) the sale or other transfer or disposition, by way of merger, consolidation or otherwise) , of assets or Capital Stock of a Subsidiary Guarantor substantially as an entirety to a Person that is not (either before or after giving effect to such transaction) a Subsidiary an Affiliate of the IssuerCompany in compliance with the terms of Section 8.9, (ii) a sale or other disposition of all then, without any further action on the part of the Capital Stock Administrative Agent or any Lender, such Subsidiary Guarantor (or the Person concurrently acquiring such assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under the guarantee of such Subsidiary Guarantor of the Guaranteeing SubsidiaryGuaranteed Obligations, in each caseas evidenced by a written instrument or confirmation executed by the Administrative Agent, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary upon the request and at the expense of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Company. Upon delivery by the Issuer Company to the Trustee Administrative Agent of an Officersofficers’ Certificate and an Opinion of Counsel to certificate stating that such sale or other disposition was made by the effect that Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedAgreement, including Section 8.9, the Trustee shall Administrative Agent will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeguarantee of the Guaranteed Obligations.
(b) In addition, the guarantee of a Subsidiary Guarantor of the Guaranteed Obligations will be released:
(i) if the Subsidiary Guarantor (other than ILFC or any Subsidiary that is or becomes a Subsidiary Guarantor on the Closing Date) ceases to be a guarantor under any Capital Markets Debt or unsecured Credit Facilities, including the guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Guaranteed Obligations, and is released or discharged from all obligations thereunder; or
(ii) upon the expiration or termination of the Commitments and the payment in full of all obligations of the Obligors under this Agreement and under the Committed Notes (other than unasserted contingent indemnification and expense reimbursement obligations).
(c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall guarantee of the Guaranteed Obligations as provided in this Section 13.9 will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture Guaranteed Obligations as provided in Article 10 of the Indenturethis Section 13.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 5 contracts
Sources: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
Releases. (a) The Guaranteeing Subsidiary will Guarantee of a Guarantor of a Series of Notes shall be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement automatically:
(i1) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Issuer, Company;
(ii2) a in connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary of the IssuerCompany, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company;
(iii3) upon Legal Defeasance defeasance or Covenant Defeasance satisfaction and discharge of the corresponding Series of Notes pursuant as provided in Section 8.01, Section 8.02, Section 8.03, Section 8.04 and Section 11.01 hereof;
(4) upon a liquidation or dissolution of a Guarantor that is not prohibited under this Supplemental Indenture; or
(5) otherwise with respect to Article Eight the Guarantee of any Guarantor:
(A) upon the prior consent of Holders of a majority in aggregate principal amount of the Indenture or applicable Series of Notes then outstanding;
(ivB) if the Guaranteeing Subsidiary is released from its guarantees Company has Indebtedness (or commitments) outstanding under all the Credit Facilities Agreement at that time, upon the consent of the Issuer or another Guarantor (including as a result requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of the term loans under the Credit Facilities ceasing Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all Additional Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to such Additional Indebtedness that is guaranteed by such Guarantor at that time outstanding; or
(C) if the Company has Indebtedness (or commitments) outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of the term loans under the Credit Agreement, or, if there is no Indebtedness (or commitments) of the Company outstanding under the Credit Agreement at that time, upon the release, discharge or termination of such Guarantor’s Guarantee of all Obligations with respect to Additional Indebtedness of the Company at that time outstanding.
(b) The Subsidiary Guarantee of a Guarantor shall be outstanding). released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.
(c) Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(bd) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium, if any, and interest on on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 4 contracts
Sources: Third Supplemental Indenture (NRG Energy, Inc.), Third Supplemental Indenture (NRG Energy, Inc.), Supplemental Indenture (NRG Energy, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Issuer or a Subsidiary of the Issuer, then such Guarantor (iiiin the event of a sale or other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such Guarantor) upon or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee; provided that following such sale or disposition, the Guarantor ceases to be a Subsidiary of the Issuer.
(b) At such time as any Guarantor ceases to guarantee or be a co-obligor in respect of any other Debt of the Issuer or of a Guarantor, the Note Guarantee of such Guarantor shall be automatically released; provided, however, that if, at any time following such release, that Guarantor incurs a guarantee of, or becomes a co-obligor in respect of, any Debt of the Issuer or a Guarantor, then such Guarantor shall be required to provide a Note Guarantee as provided in Section 4.06 hereof.
(c) Upon Legal Defeasance or Covenant Defeasance with respect to a series of Notes in accordance with Article 8 hereof or satisfaction and discharge of this Indenture with respect to a series of Notes in accordance with Article 11 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee with respect to such Notes.
(d) Upon the first day on which the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is each series then outstanding achieve an Investment Grade Rating, each Guarantor will be automatically released from and relieved of any obligations under its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Note Guarantee. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that a Note Guarantee has been released in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) . The release of a Guarantor from its Note Guarantee pursuant to this Section 10.04 shall also release such Guarantor from all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.04 will remain liable for the full amount of principal of of, and interest on and premium, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 4 contracts
Sources: Indenture (Sunoco LP), Indenture (Sunoco LP), Indenture (Sunoco LP)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 4 contracts
Sources: Indenture (Metropcs Communications Inc), Indenture (Metropcs Communications Inc), Indenture (Canadian Satellite Radio Inc.)
Releases. (a) The Guaranteeing Subsidiary will Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released and relived released. If the assets sold in such sale or other disposition include all or substantially all of any obligations under its Subsidiary Guaranteethe assets of a Guarantor or all of the Capital Stock of a Guarantor, then the Indenture, the Notes and the Registration Rights Agreement Guarantor (i) in the event of any a sale or other disposition of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwisesuch Guarantor) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is shall be released from and relieved of its guarantees obligations under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)this Supplemental Indenture and its Guarantee made pursuant hereto. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under this Supplemental Indenture and its Guarantee made pursuant hereto. If the Guarantor is not released from its obligations under its Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guarantor under the Indenture as provided in this Supplemental Indenture.
(b) Upon the designation of a Guarantor as an Excluded Subsidiary in accordance with the terms of the Indenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guarantor shall be released and relieved of its obligations under the Indenture and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guarantor as an Excluded Subsidiary was made by the Company in accordance with the provisions of the Indenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified, terminated or expired and whether or not any of those notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Subsidiary Guarantee.
(b) . Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indentureherein.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 4 contracts
Sources: Supplemental Indenture (L 3 Communications Holdings Inc), Supplemental Indenture (L 3 Communications Holdings Inc), Supplemental Indenture (L 3 Communications Corp)
Releases. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor will be released and relived automatically:
(1) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Issuer under the Credit Agreement;
(2) if such Subsidiary Guarantor has become a guarantor of any Additional Indebtedness, upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Issuer under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement such Additional Indebtedness;
(i3) in the event of connection with any sale or other disposition of all or substantially all of the properties and assets of the Guaranteeing such Subsidiary Guarantor (including by way of merger, consolidation or otherwiseamalgamation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of Guarantor if the Issuer, (ii) a sale or other disposition of all of does not violate the Capital Stock of the Guaranteeing Subsidiary, provisions set forth in each case, to a Person that is not Article 5;
(either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii4) upon Legal Defeasance the liquidation or Covenant Defeasance dissolution of such Subsidiary Guarantor;
(5) upon the full and final payment of the Notes pursuant to Article Eight and performance of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities Obligations of the Issuer and the Subsidiary Guarantors under the Note Documents;
(6) upon defeasance or another Guarantor satisfaction and discharge of the Notes as provided in Article 8 and Article 10 hereof; or
(including 7) as a result of such Credit Facilities ceasing to be outstanding). described in Article 9.
(b) Upon delivery by the Issuer to the Trustee of an Officers’ Officer’s Certificate certifying that (i) the action or event giving rise to a release has occurred as specified above and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to (ii) the release of such Guaranteeing Subsidiary have been satisfiedis authorized or permitted by this Indenture, the Trustee shall execute any documents reasonably required requested by the Issuer or the Trustee in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
(bc) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 11.03 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 4 contracts
Sources: Indenture (Talen Energy Corp), Indenture (Talen Energy Corp), Indenture (Talen Energy Corp)
Releases. (a) The Guaranteeing Subsidiary will Note Guarantee of any Note Guarantor shall be automatically and unconditionally released and relived of any obligations under its Subsidiary Guaranteedischarged, and no further action by such Note Guarantor, the Indenture, Company or the Notes and Trustee is required for the Registration Rights Agreement release of such Note Guarantor’s Note Guarantee:
(1) upon the occurrence of (i) in any sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the event Capital Stock of any the Note Guarantor after which the Note Guarantor is no longer a Restricted Subsidiary or (ii) the sale or other disposition of all or substantially all of the assets and property of the Guaranteeing Subsidiary Note Guarantor (including other than by way of mergerlease), consolidation which sale, exchange, transfer or otherwiseother disposition under clauses (i) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all this clause (1) is made in compliance with the applicable provisions of the Capital Stock Indenture, including Section 4.10 thereof (it being understood that only such portion of the Guaranteeing SubsidiaryNet Available Cash as is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time) and Section 5.01 thereof;
(2) unless an Event of Default has occurred and is continuing, the release or discharge of the Note Guarantor from its Guarantee of Indebtedness under the Senior Credit Facilities or the release or discharge of such other Guarantee that resulted in each case, to the creation of such Guarantee (except a Person discharge or release by or as a result of payment under such Guarantee);
(3) upon the designation of any Restricted Subsidiary that is not (either before or after giving effect to such transactions) a Note Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07 of the Issuer, Indenture and the definition of Unrestricted Subsidiary therein;
(iii4) if such Note Guarantor becomes a Foreign Subsidiary;
(5) upon the Company exercising its Legal Defeasance or Covenant Defeasance of the Notes pursuant to option as described under Article Eight 8 of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees Company’s obligations under all Credit Facilities the Indenture being discharged in accordance with the terms of the Issuer or another Indenture; or
(6) in the case of the Master Lease Tenants, upon the exercise by Ventas of its option to purchase loans under the Senior Credit Facilities, and certain other indebtedness subject to the Relative Rights Agreement, in an amount up to $375.0 million (the “Ventas Purchase Option”) pursuant to the terms of the Relative Rights Agreement; and
(7) such Note Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer delivering to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Counsel, each stating that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable all conditions precedent provided for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case relating to such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantortransaction have been complied with.
Appears in 3 contracts
Sources: Indenture (Ardent Health Partners, LLC), First Supplemental Indenture (Ardent Health Partners, LLC), Second Supplemental Indenture (Ardent Health Partners, LLC)
Releases. (a) The Guaranteeing Subsidiary will be released Borrower may request in writing that the Administrative Agent release, and relived upon receipt of such request the Administrative Agent shall release, any obligations under its Subsidiary Guarantee, Person from any of the Indenture, the Notes Guaranty and the Registration Rights Security Agreement so long as: (i) in such Person qualifies, or will qualify at the event time of any sale its release from the Guaranty and the Security Agreement, as an Excluded Subsidiary or other disposition has ceased to be, or at the time of all or substantially all of its release from the assets of Guaranty and the Guaranteeing Security Agreement will cease to be, a Subsidiary (including by way of merger, consolidation or otherwise) pursuant to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, transaction permitted by this Agreement; (ii) a sale no Default or other disposition Event of all of the Capital Stock of the Guaranteeing Subsidiary, Default shall then be in each case, to a Person that is not (either before existence or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including would occur as a result of such Credit Facilities ceasing release, and (iii) the Administrative Agent shall have received such written request at least 7 Business Days prior to be outstanding)the requested date of release. Upon delivery Delivery by the Issuer Borrower to the Trustee Administrative Agent of an Officers’ Certificate and an Opinion of Counsel to any such request shall constitute a representation by the effect Borrower that the provisions matters set forth in the preceding sentence (both as of the Indenture date of the giving of such request and this Supplemental Indenture as of the date of the effectiveness of such request) are true and correct with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteerequest.
(b) Any Guarantor not released The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the Equity Interests in a Person from the Lien of a Pledge Agreement so long as: (i) such Person qualifies, or will qualify at the time of the release of its obligations under Equity Interests, as an Unpledgeable Subsidiary or has ceased to be, or at the time of its release from the Pledge Agreement will cease to be, a Subsidiary Guarantee pursuant to a transaction permitted by this Agreement; (ii) no Default or Event of Default shall remain liable for then be in existence or would occur as a result of such release; and (iii) the full amount Administrative Agent shall have received such written request at least 7 Business Days prior to the requested date of principal of and interest on release. Delivery by the Notes and for Borrower to the other obligations Administrative Agent of any Guarantor under such request shall constitute a representation by the Indenture Borrower that the matters set forth in the preceding sentence (both as provided in Article 10 of the Indenturedate of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.
(c) Nothing contained Reasonably promptly after written request from the Borrower, the Administrative Agent will confirm (subject to the terms hereof) in writing that it has no Lien in a particular asset (including the Indenture Equity Interests in a specified Person), or in that a specified Person is not a Guarantor hereunder, as the case may be. Delivery by the Borrower to the Administrative Agent of any such request shall be accompanied by a certificate of a Responsible Officer, certifying as to the facts underlying such confirmation requested of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case Administrative Agent, and such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of other supporting documentation as the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another GuarantorAdministrative Agent may request.
Appears in 3 contracts
Sources: Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality Trust Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, Indenture and the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Third Supplemental Indenture (CoreCivic, Inc.), Second Supplemental Indenture (CoreCivic, Inc.), First Supplemental Indenture (Corrections Corp of America)
Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released:
(a) The Guaranteeing Subsidiary will be released and relived in connection with any Disposition of any obligations under its Subsidiary Guarantee, all of the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale Equity Interests or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary a Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.11 and the other provisions of this Indenture; and
(either before b) upon the liquidation or after giving effect to dissolution of such transaction) a Subsidiary of Guarantor following the Issuer, (ii) a sale or other disposition transfer of all of its assets to the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Equity Interests of any Guarantor are sold or disposed of in the manner described in clauses (including a) or (b) above, and such Guarantor (or as a result the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating and certifying the identity of the released Guarantor (and/or the applicable Collateral), the basis for release in reasonable detail and that such Credit Facilities ceasing to be outstanding)release complies with this Indenture. Upon delivery by the Issuer Company to the Trustee and Collateral Agent of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the provisions conditions of the Indenture and any of clauses (a) or (b) of this Supplemental Indenture Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the release provisions of such Guaranteeing Subsidiary have been satisfiedthis Indenture, the Trustee shall and Collateral Agent, as applicable, will execute any documents reasonably required requested by the Company that are necessary or advisable in order to evidence the release of any such Guarantor from its obligations under its Subsidiary Guarantee.
(b) Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under the this Indenture as provided in this Article 10 13 notwithstanding the release of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another other Guarantor.
Appears in 3 contracts
Sources: Third Supplemental Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD)
Releases. (a) The Guaranteeing Subsidiary will Guarantee of a Guarantor of a Series of Notes shall be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement automatically:
(i1) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Issuer, Company;
(ii2) a in connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary of the IssuerCompany, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company;
(iii3) upon Legal Defeasance defeasance or Covenant Defeasance satisfaction and discharge of such Series of Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof;
(4) upon the dissolution of a Guarantor that is permitted under this Supplemental Indenture; or
(5) otherwise with respect to the Guarantee of any Guarantor:
(A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes pursuant to Article Eight of the Indenture or then outstanding;
(ivB) if the Guaranteeing Subsidiary is released from its guarantees Company has Indebtedness outstanding under all the Credit Facilities Agreement at that time, upon the consent of the Issuer or another Guarantor (including as a result requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of all Obligations under the Credit Facilities ceasing Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or
(C) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money of the Company at that time outstanding.
(b) The Subsidiary Guarantee of a Guarantor shall be outstanding). released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof.
(c) Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(bd) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium, if any, and interest on on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Supplemental Indenture (NRG Energy, Inc.), Supplemental Indenture (NRG Energy, Inc.), Supplemental Indenture (NRG Energy, Inc.)
Releases. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of such Guarantor:
(a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary such Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Issuer, Company;
(iib) in connection with any sale of a sale or other disposition of all majority of the Capital Stock of the Guaranteeing Subsidiary, in each case, such Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary of the Issuer, Company;
(iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (ivc) if the Guaranteeing Company designates such Guarantor to be an Excluded Subsidiary in accordance with the requirements hereof (including, without limitation, the definition of Excluded Subsidiary);
(d) if such Guarantor is released from its guarantees otherwise no longer obligated to provide a Subsidiary Guarantee pursuant hereto;
(e) if such Guarantor’s guarantee of any obligations under all the Credit Facilities Agreement, or, if the Credit Agreement is no longer outstanding, any other Indebtedness of the Issuer or another Company, is fully and unconditionally released, except that such Guarantor (including as shall subsequently be required to become a result of such Credit Facilities ceasing to be outstanding). Upon delivery Guarantor by the Issuer to executing a supplemental indenture and providing the Trustee of with an Officers’ Certificate and an Opinion of Counsel to at such time as it guarantees any obligations under the effect that Credit Agreement, or, if the provisions Credit Agreement is no longer outstanding, any other Indebtedness of the Company; or
(f) if the Company’s obligations under the Indenture and this Supplemental Indenture the Notes are discharged in accordance with respect the terms thereof. Notwithstanding anything to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained contrary in the Indenture or the Notes, references in any the Indenture or the Notes to Section 12.05 of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance Base Indenture shall, for purposes of the property of a Guarantor Notes, be read as an entirety or substantially as an entirety references to an Issuer or another Guarantorthis Section 9.04.
Appears in 3 contracts
Sources: Ninth Supplemental Indenture (Omnicare Inc), Eighth Supplemental Indenture (Omnicare Inc), Seventh Supplemental Indenture (Omnicare Inc)
Releases. (a) The Guaranteeing Subsidiary Guarantee of a Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement released:
(i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of mergermerger or consolidation), consolidation if the disposition is to the Company or otherwise) to a Person another Guarantor or if the Company applies the Net Proceeds of that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 thereof;
(ii) in connection with any sale of all of the Capital Stock capital stock of a Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Guaranteeing SubsidiaryIndenture, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, including without limitation Section 4.10 thereof;
(iii) upon Legal Defeasance or Covenant Defeasance of if the Notes pursuant to Article Eight of the Indenture or Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or
(iv) if upon the Guaranteeing Subsidiary is released from its release or discharge of all guarantees under of such Guarantor, and all Credit Facilities pledges of property or assets of such Guarantor securing, all other Indebtedness of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Company and the other Guarantors. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to Indenture, including without limitation Section 4.10 of the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 11 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Supplemental Indenture (BRP (Luxembourg) 4 S.a.r.l.), Supplemental Indenture (BRP (Luxembourg) 4 S.a.r.l.), Supplemental Indenture (BRP (Luxembourg) 4 S.a.r.l.)
Releases. The Guarantee of any Guarantor, and the Collateral Trustee’s Lien on the Collateral of such Guarantor, will be automatically released:
(a) The Guaranteeing Subsidiary will be released and relived in connection with any Disposition of any obligations under its Subsidiary Guarantee, all of the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale Capital Stock or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary a Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.10 and the other provisions of this Indenture;
(either before b) upon the liquidation or after giving effect to dissolution of such transaction) a Subsidiary of Guarantor following the Issuer, (ii) a sale or other disposition transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Capital Stock of any Guarantor are sold or disposed of in the Guaranteeing Subsidiarymanner described in clauses (a) or (b) above, in each caseand such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to a Person that is not (either before or after giving effect to such transactions) a Subsidiary the Trustee and Collateral Trustee an Officers’ Certificate stating and certifying the identity of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of any/or the applicable Collateral), the basis for release in reasonable detail and that such Credit Facilities ceasing to be outstanding)release complies with this Indenture. Upon delivery by the Issuer Company to the Trustee and Collateral Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions conditions of the Indenture and any of clauses (a) or (b) of this Supplemental Indenture Section 13.05 have been met with respect to a Guarantor (or such Collateral) in accordance with the release provisions of such Guaranteeing Subsidiary have been satisfiedthis Indenture, the Trustee shall and Collateral Trustee, as applicable, will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of any such Guarantor from its obligations under its Subsidiary Guarantee.
(b) Guarantee and/or the applicable Note Security Documents. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under the this Indenture as provided in this Article 10 13 notwithstanding the release of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another other Guarantor.
Appears in 3 contracts
Sources: Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp)
Releases. (a) The Guaranteeing Subsidiary will be released and relived Upon the request of any obligations under its Subsidiary GuaranteeLoan Party in connection with any Disposition of Collateral or any other transaction involving a proposed release of Collateral or any guarantee (other than in connection with the exercise of any Collateral Agent’s rights and remedies in respect of the Collateral provided for herein) by any Loan Party, in each case to the extent permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents (including pursuant to Section 10.4 of the Credit Agreement) and in accordance with the requirements (if any) of the relevant Security Documents, the IndentureCollateral Agent will, at the Notes Borrower’s request and sole cost and expense, execute and deliver to such Loan Party such releases and other documents (including UCC termination statements, reconveyances, customary pay off letters and return of Collateral) as such Loan Party may reasonably request to evidence and effectuate the Registration Rights Agreement concurrent release of (iA) in the event of with respect to any sale or other disposition of all or substantially all Disposition, any Lien granted under any of the assets Security Documents in any Collateral being disposed of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to in connection with such transaction) a Subsidiary of the IssuerDisposition, (iiB) a sale or other disposition with respect to any Disposition in respect of all of the Capital Stock in, or assets of, such Loan Party, such Loan Party from its Secured Obligations under the Financing Documents and/or such assets from the Lien granted under any of the Guaranteeing SubsidiarySecurity Documents, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (ivC) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary or where it is otherwise expressly provided that such Subsidiary is no longer required to be a Guarantor under the release Credit Agreement and the other applicable Financing Documents, such Subsidiary from its Secured Obligations under the Financing Documents and/or the assets of such Guaranteeing Subsidiary have been satisfied, from the Trustee shall execute Lien granted under any documents reasonably required in order to evidence of the release of any Guarantor from its obligations under its Subsidiary GuaranteeSecurity Documents.
(b) Any Guarantor not released from its Upon the Discharge of Secured Obligations, all rights to the Collateral shall revert to the applicable Loan Party, and, upon the written request of the Borrower, the Collateral Agent will, at the Borrower’s expense, (x) promptly cause to be transferred and delivered, without any recourse, warranty or representation whatsoever, any Collateral and any proceeds received in respect thereof, (y) execute and deliver to the Borrower and the other Loan Parties such UCC termination statements and other documentation as the Borrower or any other Loan Party may reasonably request to effect the termination and release of the Liens on the Collateral and (z) execute and deliver to the Borrower and the other Loan Parties such other documentation as the Borrower or any other Loan Party may reasonably request to affect the termination of such Loan Party’s obligations under the Security Documents to which it is a party (other than any such obligation which is intended by its Subsidiary Guarantee shall remain liable for terms to survive the full amount Discharge of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the IndentureSecured Obligations).
(c) Nothing contained in Notwithstanding anything herein to the Indenture contrary, the Collateral Agent, on behalf of the Secured Parties, will have the exclusive right (but subject to the provisions of the Financing Documents) to make determinations regarding the release or in disposition of any of the Notes shall prevent Collateral, without any consolidation consultation with, consent of, or merger of a Guarantor notice to, with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent respect to any sale or conveyance of the property Collateral that does not constitute Specified Hedge Collateral under any applicable Specified Collateral Permitted Commodity Hedge and Power Sales Agreement, the Secured Commodity Hedge Counterparty party thereto.
(d) Each of the Secured Commodity Hedge Counterparties party to a Guarantor Specified Collateral Permitted Commodity Hedge and Power Sales Agreement agrees that it shall promptly, upon the written request of the Borrower, at the Borrower’s expense, execute and deliver to the Borrower and other Loan Parties such documentation as an entirety the Borrower may request from time to time to release any Lien for their benefit in such capacity on any of the Collateral that does not constitute Specified Hedge Collateral under the terms of Specified Collateral Permitted Commodity Hedge and Power Sales Agreement to which it is a party.
(e) Subject to any requirements of the Financing Documents, including, without limitation, Section 13.1 of the Credit Agreement, without further written consent or substantially as an entirety authorization from any Secured Party, the Collateral Agent shall execute any documents or instruments necessary to an Issuer release any Collateral or another Guarantorguarantee to the extent the relevant Secured Parties have consented to such release in accordance with the terms of the Financing Documents.
Appears in 3 contracts
Sources: Credit Agreement (Energy Future Intermediate Holding CO LLC), Collateral Agency and Intercreditor Agreement (Energy Future Holdings Corp /TX/), Collateral Agency and Intercreditor Agreement (Energy Future Holdings Corp /TX/)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany if the sale or other disposition does not violate Section 4.10 hereof, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the IssuerCompany, (iii) upon Legal Defeasance if the sale or Covenant Defeasance other disposition does not violate Section 4.10 hereof or terms of the Notes pursuant Intercreditor Agreement, and such Guarantor ceases to Article Eight be a Restricted Subsidiary of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstandingreleased and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, or, in case of Section 12.06(b), in accordance with the provisions of the Intercreditor Agreement. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 9 hereof or satisfaction and discharge of this Indenture in accordance with Article 13 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.05 will remain liable for the full amount of principal of and of, Prepayment Premium on, if any, or interest on on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Indenture (Nuverra Environmental Solutions, Inc.), Indenture (Nuverra Environmental Solutions, Inc.), Indenture (Nuverra Environmental Solutions, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of Upon any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary any Guarantor (including by way of mergermerger or consolidation), consolidation or otherwise) in a transaction not prohibited by Section 3.09, to a any Person that who is not (either before or after giving effect to such the transaction) the Company or a Restricted Subsidiary of the IssuerCompany, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(iib) a In connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiarythat Guarantor, in each case, a transaction not prohibited by Section 3.09 to a any Person that who is not (either before or after giving effect to the transaction) the Company or a Restricted Subsidiary, such transactionsGuarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(c) If any Guarantor merges with and into the Company or another Guarantor, with the Company or such other Guarantor surviving such merger, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee (it being understood that the guarantee of such other Guarantor surviving such merger will remain in full force and effect until otherwise released in accordance with this Indenture).
(d) If any Guarantor is designated as an Unrestricted Subsidiary in accordance with this Indenture or otherwise ceases to be a Restricted Subsidiary (including by way of the Issuerliquidation or dissolution) in a transaction permitted by this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(iiie) upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11, each Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(f) If any Guarantor (i) no longer guarantees the Credit Agreement or any other Indebtedness described in clauses (a), (b) or (c) of Section 4.16 (other than as a result of the Notes pursuant to Article Eight repayment in full of the Indenture Credit Agreement or such other Indebtedness in connection with any enforcement thereof), (ii) no longer constitutes a Domestic Subsidiary or (iviii) is designated as an Excluded Subsidiary in accordance with this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee.
(g) If it is determined in good faith by the Company that a liquidation, dissolution or merger out of existence of any Guarantor is in the best interests of the Company and is not materially disadvantageous to the Holders, such Guarantor will be automatically released and relieved of any obligations under its Subsidiary Guarantee upon notice to the Trustee of such determination. The Company will notify the Trustee if the Guaranteeing Subsidiary any Guarantor is released from its guarantees Subsidiary Guarantee. Any Guarantor not released from its obligations under all Credit Facilities its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, premium on, if any, and interest on the Issuer or another Notes and for the other obligations of any Guarantor (including under this Indenture as a result of such Credit Facilities ceasing to be outstanding)provided in this Article 10. Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released Borrower may request in writing that the Administrative Agent release, and relived upon receipt of such request the Administrative Agent shall release, any obligations under its Subsidiary Guarantee, Person from any of the Indenture, the Notes Guaranty and the Registration Rights Security Agreement so long as: (i) such Person qualifies, or will qualify at the time of its release from the Guaranty and the Security Agreement, as an Excluded Subsidiary or has ceased to be, or at the time of its release from the Guaranty and the Security Agreement will cease to be, a Subsidiary or a JV Subsidiary with at least $10,000 in assets in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, aggregate; (ii) a sale no Default shall then be in existence or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including would occur as a result of such Credit Facilities ceasing release, (iii) such Person is not a party to be outstanding)any Swap Contract by virtue of which any other Person is a Hedge Bank and (iv) the Administrative Agent shall have received such written request at least 7 Business Days prior to the requested date of release. Upon delivery Delivery by the Issuer Borrower to the Trustee Administrative Agent of an Officers’ Certificate and an Opinion of Counsel to any such request shall constitute a representation by the effect Borrower that the provisions matters set forth in the preceding sentence (both as of the Indenture date of the giving of such request and this Supplemental Indenture as of the date of the effectiveness of such request) are true and correct with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteerequest.
(b) Any Guarantor not released The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, the Equity Interests in a Person from the Lien of a Pledge Agreement so long as: (i) such Person qualifies, or will qualify at the time of the release of its obligations under Equity Interests, as an Unpledgeable Subsidiary or has ceased to be, or at the time of the release of its Subsidiary Guarantee Equity Interests will cease to be, a Person with at least $10,000 in assets in the aggregate; (ii) no Default shall remain liable for then be in existence or would occur as a result of such release; and (iii) the full amount Administrative Agent shall have received such written request at least 7 Business Days prior to the requested date of principal of and interest on release. Delivery by the Notes and for Borrower to the other obligations Administrative Agent of any Guarantor under such request shall constitute a representation by the Indenture Borrower that the matters set forth in the preceding sentence (both as provided in Article 10 of the Indenturedate of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.
(c) Nothing contained Promptly after written request from Borrower and receipt of such supporting documentation as Administrative Agent may request, Administrative Agent will confirm (subject to the terms hereof) in writing that a specified Person is as of the date of such confirmation: (i) an Unpledgeable Subsidiary and that its Equity Interests are not subject to the Lien of the Collateral Documents and/or (b) an Excluded Subsidiary, in either case so long as such Person qualifies as an Unpledgeable Subsidiary or Excluded Subsidiary, as the case may be, but subject to such Person thereafter being subject to the lien of the Collateral Documents if it is no longer an Excluded Subsidiary or an Unpledgeable Subsidiary. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the Indenture or in any preceding sentence (both as of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance date of the property giving of a Guarantor such request and as an entirety of the date of the effectiveness of such request) are true and correct with respect to such request. Administrative Agent may rely solely on the representations of Borrower. Notwithstanding the foregoing, if such representations of Borrower are not true and correct, then to the full extent possible under applicable law, such confirmation by Administrative Agent shall not release, diminish or substantially as an entirety impair any Lien pursuant to an Issuer the Collateral Documents or another Guarantorother rights under the Loan Documents.
Appears in 3 contracts
Sources: Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
Releases. (a) The Guaranteeing Subsidiary Notwithstanding any other provisions of this Indenture, upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relived relieved of any obligations under its Subsidiary Security Guarantee. The Security Guarantee incurred by a Guarantor pursuant to this Article 10 shall be unconditionally released and discharged:
(1) automatically upon:
(A) any sale, the Indentureexchange or transfer, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including whether by way of merger, consolidation merger or otherwise) , to a any Person that is not an Affiliate of the Company, of the Company’s direct or indirect equity interests in such Guarantor (either before provided such sale, exchange or after giving effect transfer is not prohibited by this Indenture) if the Guarantor ceases to such transaction) be a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by sale, exchange or transfer,
(B) the Issuer merger of such Guarantor into the Company or any other Guarantor (to the extent not prohibited by this Indenture), or
(C) the liquidation and dissolution of such Guarantor (to the extent not prohibited by this Indenture), provided that no Default shall have occurred and shall be continuing under this Indenture,
(2) with respect to any Series of Securities, upon the occurrence of any other condition set forth in the Board Resolution, supplemental indenture or Officers’ Certificate establishing the terms of such Series.
(b) The Trustee shall deliver an appropriate instrument evidencing any release of a Guarantor from the Security Guarantee upon receipt of a written request of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Indenture. Any Guarantor not so released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for Securities entitled to the other obligations benefits of any Guarantor under the Indenture Security Guarantee as provided in Article 10 this Indenture, subject to the limitations of the IndentureSection 10.02.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Indenture (Metropcs Communications Inc), Indenture (MetroPCS Finance, Inc.), Indenture (MetroPCS Finance, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition (including by way of liquidation permitted hereunder) of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Guaranty; provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to acknowledge evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuaranty.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guaranty.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Guaranty. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall Guaranty as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.)
Releases. (a) The Guaranteeing Subsidiary Guarantee of a Guarantor will be released deemed automatically discharged and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement released:
(i1) in connection with any direct or indirect sale, conveyance or other disposition of the event capital stock of that Guarantor (including by way of merger, amalgamation or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Company if such sale or disposition is made in compliance with Section 4.10 and either Section 10.04 or Section 5.01 or any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary such Guarantor (including by way of merger, consolidation amalgamation or otherwiseconsolidation) to any Person other than to the Company or any Subsidiary of the Company;
(2) if such Guarantor is dissolved or liquidated in accordance with the provisions of this Indenture;
(3) if the Company designates any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture;
(4) upon the transfer of such Guarantor in a Person transaction that (i) qualifies as a Permitted Investment or as a Restricted Payment that is not (either before prohibited under Section 4.07 if following such transfer such Guarantor ceases to be a direct or after giving effect to such transaction) a indirect Restricted Subsidiary of the Issuer, Company or (ii) following such transaction, such Guarantor is a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person Restricted Subsidiary that is not required to become a Guarantor pursuant to Section 4.15;
(either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii5) upon Legal Defeasance or Covenant Defeasance satisfaction and discharge of this Indenture in accordance with Article 8 or Article 11 hereof, as applicable; or
(6) in the case of any Restricted Subsidiary which after the date of this Indenture is required to guarantee the Notes pursuant to Article Eight Section 4.15, the release or discharge of the Indenture or (iv) if the Guaranteeing guarantee by such Restricted Subsidiary is released from its guarantees under of all Credit Facilities Indebtedness of the Issuer Company or another Guarantor (including as a result any Restricted Subsidiary or the repayment of such Credit Facilities ceasing all the Indebtedness which resulted in an obligation to be outstanding)guarantee the Notes. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 3 contracts
Sources: Indenture (Six Flags Entertainment Corp), Indenture (Six Flags Entertainment Corp), Indenture (Six Flags Entertainment Corp)
Releases. (a) The Guaranteeing Subsidiary will A Guarantee as to any Guarantor shall be automatically and unconditionally released and relived discharged upon:
(a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of any obligations under its Subsidiary Guarantee(x) the Capital Stock of such Guarantor, the Indentureafter which such Guarantor is no longer a Restricted Subsidiary, the Notes and the Registration Rights Agreement or (iy) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of mergersuch Guarantor, consolidation which sale, exchange, disposition or otherwisetransfer in each case is made in compliance with Section 4.06(a)(i) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, and (ii); (b) a sale or other disposition in the case of all of any Restricted Subsidiary that after the Capital Stock of the Guaranteeing Subsidiary, in each case, Issue Date is required to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of guarantee the Notes pursuant to Article Eight the covenant described under Section 4.11, the release, discharge or termination of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities guarantee by such Guarantor of the Issuer guarantee which resulted in the creation of such Guarantees, except a release, discharge or another Guarantor (including termination by or as a result of payment under such guarantee; (c) the release or discharge of the guarantee by, or the direct obligation of, such Guarantor of the Obligations under the Senior Credit Facilities ceasing Facilities, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; (d) the permitted designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”; (e) upon the consolidation or merger of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to be outstanding). Upon delivery by the Issuer Company or another Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (g) the occurrence of a Covenant Suspension Event; and
(ii) the Issuers delivering to the Trustee an Officer’s Certificate of an Officers’ Certificate such Guarantor or the Issuers and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary transaction have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteecomplied with.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the IssuerCompany, (iii) upon Legal Defeasance or Covenant Defeasance and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) Upon the release of the Guarantor’s guarantee under all applicable Triggering Indebtedness, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on and Additional Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Endo Pharmaceuticals Holdings Inc), Indenture (Endo Pharmaceuticals Holdings Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the Person acquiring the property will be automatically released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)automatically released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee.
(e) If such Guarantor no longer constitutes a Domestic Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee.
(f) If determined in good faith by the Company that a liquidiation, dissolution or merger out of existence of such Guarantor is in the best interests of the Company and is not materially disadvantageous to the holders, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (B&G Foods, Inc.), First Supplemental Indenture (B&G Foods, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the IssuerCapital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof.
(iiib) upon Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness under a Credit Facility or the Guarantee that resulted in the creation of a Note Guarantee, such Guarantor will be released and relieved of any obligations under its Note Guarantee and its other Obligations under this Indenture; provided, however, that if, at any time following such release or discharge, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.18 hereof.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(e) Upon the Notes pursuant to Article Eight merger or consolidation of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the any Guarantor with and into an Issuer or another Guarantor (including as a result that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Credit Facilities ceasing to Guarantor, such Guarantor will be outstanding). relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(f) Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions conditions of the Indenture and this Supplemental Indenture with respect to the Section 10.05 for a release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee and all of its other Obligations under this Indenture.
(bg) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall and all of its other Obligations under this Indenture as provided in this Section 10.05 will remain liable for the full amount of principal of and interest interest, and premium, if any, on the Notes and for the other obligations Obligations of any such Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Antero Midstream Corp), Indenture (Antero Midstream Partners LP)
Releases. (a) The Guaranteeing Subsidiary will be released and relived Effective as of any obligations under its Subsidiary Guaranteethe Closing, the Indenture, the Notes and the Registration Rights each party to this Agreement (i) in the event each, a “Releasing Person”), for itself and on behalf of any sale or its current and former Affiliates, directors, officers, employees and representatives and their respective successors and assigns, hereby irrevocably waives, releases and discharges each other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary party to this Agreement and each such other party’s current and former Affiliates, directors, officers, employees and representatives and their respective successors and assigns (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiarythan, in each case, to a any such other Person that is not an Affiliate of such Releasing Person immediately after the Closing) (either before or after giving effect each, a “Released Person”), from any and all Liabilities to such transactionsReleasing Person of any kind or nature whatsoever (including in respect of rights of contribution or indemnification) based on, arising out of or relating to a Subsidiary Released Person’s status as a member, director, officer, employee or representative of NBCUniversal from the “Closing” (as defined in the Master Agreement) through and including the Closing hereunder, in each case whether arising under the NBCUniversal LLC Agreement or any other agreement or understanding or otherwise at law or in equity (collectively, the “Released Obligations”); provided that the Released Obligations shall not include (i) any Liability of HoldCo in respect of any pre-Closing breach of Section 10.01 of the IssuerNBCUniversal LLC Agreement (as in effect from time to time prior to the Closing), for which GE shall provide indemnification as provided in Section 9.01 hereof, (ii) any obligations (whether now existing or hereafter arising) of GE (A) under Section 9.14 of the NBCUniversal LLC Agreement as in effect immediately prior to the Closing or (B) in respect of Confidential Information (as defined in the NBCUniversal LLC Agreement), all of which obligations described in the foregoing clauses (A) and (B) shall continue in effect in accordance with their terms notwithstanding the withdrawal of any member of NBCUniversal or any subsequent amendment, restatement or other modification of the NBCUniversal LLC Agreement (and GE acknowledges and agrees that it shall, and shall cause its Subsidiaries to, continue to treat Confidential Information (as defined in the NBCUniversal LLC Agreement) in accordance with Section 10.01 as though GE had been a member of NBCUniversal prior to the Closing) or (iii) upon Legal Defeasance any obligations of Comcast Navy Contribution, LLC, Comcast Navy Acquisition, LLC or Covenant Defeasance NBCUniversal under Sections 4.10, 5.02, 10.02, 10.03 and 10.06 of the Notes pursuant NBCUniversal LLC Agreement (as in effect from time to Article Eight time prior to the Closing). For the avoidance of doubt, the Indenture foregoing waiver, release and discharge shall not apply in respect of any Liability arising under (1) this Agreement, (2) any other Transaction Document, or (iv3) if any Initial Investment Agreement other than the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeNBCUniversal LLC Agreement.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Transaction Agreement (General Electric Co), Transaction Agreement (Comcast Corp)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners, then such Guarantor (in the Issuerevent of a sale or other disposition, (iii) upon Legal Defeasance by way of merger, consolidation or Covenant Defeasance otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the Indenture properties or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstandingreleased and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 14.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the IndentureXIV.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.”
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any a sale or other disposition of all or substantially all of the assets of the any Guaranteeing Subsidiary (including Subsidiary, by way of merger, consolidation or otherwise) , or a sale or other disposition of all of the capital stock of any Guaranteeing Subsidiary, in each case to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the IssuerCompany, then such Guaranteeing Subsidiary (iiin the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guaranteeing Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Capital Stock assets of the such Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary will be released and relieved of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from any obligations under its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Note Guarantee. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedsale or other disposition has occurred, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor Guaranteeing Subsidiary from its obligations under its Subsidiary Note Guarantee.
(b) The Company, in its sole discretion, may release and relieve a Guaranteeing Subsidiary of any obligations under its Note Guarantee in the event such Guaranteeing Subsidiary is no longer a guarantor of any Guarantied Obligations. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Guaranteeing Subsidiary is no longer a guarantor of any Guarantied Obligations, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guaranteeing Subsidiary from its obligations under its Note Guarantee.
(c) Any Guarantor Guaranteeing Subsidiary not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor Guaranteeing Subsidiary under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Supplemental Indenture (Owens Illinois Inc /De/), Supplemental Indenture (Owens Illinois Inc /De/)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) If a Guarantor ceases to be a Significant Restricted Subsidiary, such Guarantor will be released and relieved of any obligations under its Note Guarantee, but if and only if at that time such Guarantor is not a Guarantor under any Credit Facility. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Isle of Capri Casinos Inc), Indenture (Isle of Capri Casinos Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each casecase in accordance with Section 4.10 hereof, to then such Guarantor (in the event of a Person that is not (either before sale or after giving effect to such transactions) a Subsidiary other disposition, by way of merger, consolidation or otherwise, of all of the Issuer, Capital Stock of such Guarantor) or the corporation acquiring the property (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition of all or substantially all of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(d) Upon the release of any Guarantor from its obligations as a Guarantor under the Credit Agreement and any other Indebtedness of the Company, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 11.06 will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: First Supplemental Indenture (DRS Technologies Inc), First Supplemental Indenture (DRS Technologies Inc)
Releases. The Guarantee of any Guarantor will be automatically released:
(a) The Guaranteeing Subsidiary will be released and relived of in connection with any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock or all or substantially all of the Guaranteeing Subsidiary, in each case, assets of a Guarantor (including by way of merger or consolidation) to a such Person that is not (either before the Company or after giving effect to such transactions) a Subsidiary Guarantor if the sale or other Disposition does not violate any of the Issuer, provisions of this Indenture; or
(iiib) upon Legal Defeasance the liquidation or Covenant Defeasance dissolution of such Guarantor following the Notes pursuant transfer of all of its assets to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (including as a result a) or (b) above, and such Guarantor is released, the Company shall deliver to the Trustee an Officer’s Certificate stating and certifying the identity of the released Guarantor, the basis for release in reasonable detail and that such Credit Facilities ceasing to be outstanding)release complies with this Indenture. Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the provisions conditions of the Indenture and any of clauses (a) or (b) of this Supplemental Indenture Section 16.05 have been met with respect to a Guarantor in accordance with the release provisions of such Guaranteeing Subsidiary have been satisfiedthis Indenture, the Trustee shall will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of any such Guarantor from its obligations under its Subsidiary Guarantee.
(b) . Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 16.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of any Guarantor under the this Indenture as provided in this Article 10 XVI notwithstanding the release of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another other Guarantor.
Appears in 2 contracts
Sources: Indenture (Quotient LTD), Purchase Agreement (Quotient LTD)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Sunoco LP or a Restricted Subsidiary of Sunoco LP, then such Guarantor (in the Issuerevent of a sale or other disposition, (iii) upon Legal Defeasance by way of merger, consolidation or Covenant Defeasance otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the Indenture properties or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate Section 4.10 hereof. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) Upon the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Sunoco LP), Indenture (Sunoco LP)
Releases. The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to the Notes:
(a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of connection with any sale or other disposition of all or substantially (i) all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary subsidiary of the Issuer, Company; provided that the requirements set forth in Section 2.04 hereto are satisfied or (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, Subsidiary to a Person person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary subsidiary of the Issuer, Company;
(iiib) upon Legal Defeasance or Covenant Defeasance satisfaction and discharge with respect to the Notes in accordance with Article Four of the Indenture;
(c) if the Holders of a majority in aggregate principal amount of the Notes consent to such release, in accordance with the Article Eleven of the Indenture;
(d) if the Guaranteeing Subsidiary merges with and into the Company;
(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or
(f) upon the payment in full of the Guaranteed Obligations with respect to the Notes. In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee pursuant to Article Eight clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate to the effect that such release was made in accordance with the provisions of the Indenture Indenture, the Trustee will execute any documents reasonably required by the Company or (iv) if the Guaranteeing Subsidiary in order to evidence the release of the Guaranteeing Subsidiary from its obligations under its Note Guarantee. The Company shall give the Holders of the Notes prompt notice of any such release. Until such time as the Guaranteeing Subsidiary is released from its guarantees obligations under all Credit Facilities its Note Guarantee in respect of the Issuer or another Guarantor (including Notes as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and provided in this Supplemental Indenture with respect to the release of Section 2.05, such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the IndentureGuaranteed Obligations.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Supplemental Indenture (Exelis Inc.), Supplemental Indenture (Harris Corp /De/)
Releases. (a) The Guaranteeing Subsidiary will be released and relived If in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral, the First Lien Collateral Agent, for itself or on behalf of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets First Lien Claimholders, releases any of its Liens on any part of the Guaranteeing Subsidiary (including by way of merger, consolidation Collateral or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of releases any Guarantor from its obligations under its Subsidiary Guaranteeguaranty of the First Lien Obligations, then the Liens, if any, of the Subordinated Collateral Trustee, for itself or for the benefit of the Subordinated Lien Claimholders, on such Collateral, and the obligations of such Guarantor under its guaranty of the Subordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Subordinated Collateral Trustee, for itself or on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor may request to effectively confirm such release.
(b) Any If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Documents and not expressly prohibited under the terms of the Subordinated Lien Documents (other than in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable guaranty of the First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any “Event of Default” under a Subordinated Lien Document, then the Liens, if any, of the Subordinated Collateral Trustee, for itself or for the full amount benefit of principal of the Subordinated Lien Claimholders, on such Collateral, and interest on the Notes and for the other obligations of any such Guarantor under the Indenture as provided in Article 10 its guaranty of the IndentureSubordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Subordinated Collateral Trustee, for itself or on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor may request to effectively confirm such release.
(c) Nothing contained Until the Discharge of First Lien Obligations occurs, the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Indenture place and stead of the Subordinated Collateral Trustee or such holder or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.
(d) Until the Notes Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Guarantor, then the Subordinated Collateral Trustee, for itself and for the Subordinated Lien Claimholders, shall prevent be granted a Lien on any consolidation or merger such Collateral, subject to the lien subordination provisions of a Guarantor with or into this Agreement, and an Issuer (in which additional guaranty, as the case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantormay be.
Appears in 2 contracts
Sources: First and Subordinated Lien Intercreditor Agreement (CVR Energy Inc), Credit and Guaranty Agreement (CVR Energy Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Sunoco LP or a Restricted Subsidiary of Sunoco LP, then such Guarantor (in the Issuerevent of a sale or other disposition, (iii) upon Legal Defeasance by way of merger, consolidation or Covenant Defeasance otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the Indenture properties or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate Sections 3.08 and 4.10 hereof. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture this Indenture, including without limitation Sections 3.08 and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with Section 4.16 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that, if it is also a Domestic Subsidiary, it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) Upon the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The release of a Guarantor from its Note Guarantee pursuant to this Section 10.05 shall also release such Guarantor from all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, and interest on and premium and Additional Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Sunoco LP), Indenture (Sunoco LP)
Releases. The Note Guarantee of a guarantor of the Notes will be automatically released and discharged with respect to the Notes:
(a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of connection with any sale or other disposition of all or substantially (i) all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary subsidiary of the Issuer, Company; provided that the requirements set forth in Section 2.04 hereto are satisfied or (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, Subsidiary to a Person person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary subsidiary of the Issuer, Company;
(iiib) upon Legal Defeasance covenant defeasance or Covenant Defeasance satisfaction and discharge with respect to the Notes in accordance with Article Four of the Indenture;
(c) if the Holders of a majority in aggregate principal amount of the Notes consent to such release, in accordance with the Article Eleven of the Indenture;
(d) if the Guaranteeing Subsidiary merges with and into the Company;
(e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or
(f) upon the payment in full of the Guaranteed Obligations with respect to the Notes. In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee pursuant to Article Eight clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate to the effect that such release was made in accordance with the provisions of the Indenture Indenture, the Trustee will execute any documents reasonably required by the Company or (iv) if the Guaranteeing Subsidiary in order to evidence the release of the Guaranteeing Subsidiary from its obligations under its Note Guarantee. The Company shall give the Holders of the Notes prompt notice of any such release. Until such time as the Guaranteeing Subsidiary is released from its guarantees obligations under all Credit Facilities its Note Guarantee in respect of the Issuer or another Guarantor (including Notes as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and provided in this Supplemental Indenture with respect to the release of Section 2.05, such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the IndentureGuaranteed Obligations.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Supplemental Indenture (Exelis Inc.), Supplemental Indenture (Harris Corp /De/)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 13 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 12.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture12.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (WHX Corp), Indenture (Handy & Harman Ltd.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets or all of the Guaranteeing Subsidiary (including Capital Stock of any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedSection 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon the release of such Restricted Subsidiary’s Guarantees under all Credit Facilities of the Company (other than a release as a result of payment under or a discharge of such Guarantee), each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium, if any, and Special Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Park Ohio Holdings Corp), Indenture (Park Ohio Industries Inc/Oh)
Releases. A Guarantee of a Subsidiary Guarantor will be automatically released and discharged in any of the following events:
(a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture assets of such Guarantor) will be released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or (iv) if other disposition are applied in accordance with the Guaranteeing Subsidiary applicable provisions of this Indenture, including without limitation Section 4.10 hereof, and such Guarantor is released from its guarantees under guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Facilities Agreement and any other Indebtedness of the Issuer Issuers or another Guarantor (including as a result any Restricted Subsidiary of such Credit Facilities ceasing to be outstanding)the Company. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee.
(c) Upon Covenant Defeasance or Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Guarantee.
(d) In the case of any Restricted Subsidiary which after the Issue Date, is required to Guarantee the Notes pursuant to Section 4.17 hereof, upon the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes, such Guarantor will be released and relieved of any obligations under its Guarantee. A Guarantee also will be automatically released upon the applicable Subsidiary Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Hughes Communications, Inc.), Indenture (HNS Finance Corp.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived In the event of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any a sale or other transfer or disposition of all or substantially all of the assets Capital Stock in any Subsidiary Guarantor to any Person that is not an Affiliate of the Guaranteeing Subsidiary Company in compliance with Section 8.9 or (including ii) the sale or other transfer or disposition, by way of merger, consolidation or otherwise) , of assets or Capital Stock of a Subsidiary Guarantor substantially as an entirety to a Person that is not (either before or after giving effect to such transaction) a Subsidiary an Affiliate of the IssuerCompany in compliance with the terms of Section 8.9, (ii) a sale or other disposition of all then, without any further action on the part of the Capital Stock Administrative Agent or any Lender, such Subsidiary Guarantor (or the Person concurrently acquiring such assets of such Subsidiary Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under the guarantee of such Subsidiary Guarantor of the Guaranteeing SubsidiaryGuaranteed Obligations, in each caseas evidenced by a written instrument or confirmation executed by the Administrative Agent, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary upon the request and at the expense of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Company. Upon delivery by the Issuer Company to the Trustee Administrative Agent of an Officersofficers’ Certificate and an Opinion of Counsel to certificate stating that such sale or other disposition was made by the effect that Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedAgreement, including Section 8.9, the Trustee shall Administrative Agent will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeguarantee of the Guaranteed Obligations.
(b) In addition, the guarantee of a Subsidiary Guarantor of the Guaranteed Obligations will be released:
(i) if the Subsidiary Guarantor (other than the Acquired Company or any Subsidiary that is or becomes a Subsidiary Guarantor on the Closing Date) ceases to be a guarantor under any Capital Markets Debt or unsecured Credit Facilities, including the guarantee that resulted in the obligation of such Subsidiary Guarantor to guarantee the Guaranteed Obligations, and is released or discharged from all obligations thereunder; or
(ii) upon the expiration or termination of the Commitments and the payment in full of all obligations of the Obligors under this Agreement and under the Committed Notes (other than unasserted contingent indemnification and expense reimbursement obligations).
(c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall guarantee of the Guaranteed Obligations as provided in this Section 13.9 will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture Guaranteed Obligations as provided in Article 10 of the Indenturethis Section 13.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (American International Group Inc)
Releases. (a) The Guaranteeing Notwithstanding the provisions of Section 10.04 hereof, a Subsidiary Guarantor will be released automatically and relived relieved of any obligations under its Subsidiary Guarantee, :
(1) upon the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary the Company or an Affiliate of the IssuerCompany, (ii) a if the sale or other disposition complies with Sections 3.08 and 4.10 hereof and the Subsidiary Guarantor either no longer has any Indebtedness (other than its Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 hereof;
(2) upon the sale of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) an Affiliate of the Company, if the sale complies with Sections 3.08 and 4.10 hereof;
(3) upon the legal defeasance of the Notes as described in Article 8 hereof; or
(4) upon (i) the merger of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor; (ii) the dissolution of the Subsidiary Guarantor into the Company or another Subsidiary Guarantor; or (iii) the transfer of all or substantially all of the assets of such Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or
(5) at the option of the Company, if at any time the Subsidiary Guarantor has no Indebtedness outstanding other than its Subsidiary Guarantee or, assuming it ceased to be a Subsidiary Guarantor but continued to be a Restricted Subsidiary of the IssuerCompany following such release, (iii) upon Legal Defeasance or Covenant Defeasance of it would be permitted at the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result time of such Credit Facilities ceasing release to be outstanding). incur all of its then outstanding Indebtedness in compliance with Section 4.09 hereof.
(b) Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and and, if requested by the Trustee, an Opinion of Counsel to the effect that one of the events described in Section 10.05(a) hereof has occurred in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing any Subsidiary have been satisfiedGuarantor, the Trustee shall will execute any documents reasonably required in order to evidence the release of any such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the Person acquiring the property will be automatically released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)automatically released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee.
(e) If such Guarantor no longer constitutes a Domestic Subsidiary, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee.
(f) If determined in good faith by the Company that a liquidation, dissolution or merger out of existence of such Guarantor is in the best interests of the Company and is not materially disadvantageous to the Holders, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (B&G Foods, Inc.), Indenture (B&G Foods, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of of:
(1) any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the corporation acquiring the property will be released automatically and relieved of any obligations under the Note Guarantee; or
(ii2) a any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon release of a Guarantor’s guarantee under the Credit Agreement, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee.
(c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released automatically and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released automatically and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in Article 10 of the Indenturethis Article 10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Firstcash, Inc), Indenture (Firstcash, Inc)
Releases. (a) The Guaranteeing A Secured Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged without the consent of Holders of Secured Notes and each Subsidiary Guarantor and its obligations under the Secured Notes Guarantee will be released and relived of any obligations under its Subsidiary Guaranteedischarged upon:
(1) the sale, the Indentureexchange, the Notes and the Registration Rights Agreement (i) in the event of any sale disposition or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary transfer (including by way of through merger, consolidation consolidation, amalgamation, Division or otherwisedissolution) of (x) the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the Subsidiary Guarantor is no longer a Restricted Subsidiary, or (iiy) a sale all or substantially all the assets of such Subsidiary Guarantor if such sale, exchange, disposition or other disposition transfer (including through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Secured Indenture;
(2) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of all Section 4.07 hereof and the definition of “Unrestricted Subsidiary;”
(3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Secured Notes pursuant to Section 4.16 hereof, the release or discharge of the Capital Stock Guarantee by such Subsidiary Guarantor of Indebtedness of the Guaranteeing SubsidiaryIssuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, that resulted in the obligation to guarantee the Secured Notes, except by reason of payment under or the termination or repayment of such Indebtedness or if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other Guarantee or direct obligation;
(4) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Secured Indenture are discharged (including pursuant to a Person that satisfaction and discharge of this Secured Indenture or through redemption or repurchase of all of the Secured Notes or otherwise) in accordance with the terms of this Secured Indenture;
(5) the release or discharge of the Guarantee by, or direct obligation of, such Subsidiary Guarantor of the Obligations under the New Cash Flow Credit Agreement, except by reason of payment under or the termination or repayment of the New Cash Flow Credit Agreement or if such release or discharge is not by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation;
(either before or after giving effect 6) such Subsidiary Guarantor becoming an Excluded Subsidiary;
(7) such Subsidiary Guarantor ceasing to such transactions) be a Wholly Owned Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of any foreclosure of any pledge or security interest securing Indebtedness or any exercise of remedies in respect thereof in accordance with the Intercreditor Agreements, as applicable; provided that such Credit Facilities ceasing Subsidiary Guarantor shall only be released if such Subsidiary became a non-Wholly Owned Subsidiary pursuant to be outstanding). Upon delivery by a transaction where such Subsidiary becomes a bona fide joint venture where the Issuer to the Trustee other Person taking an equity interest in such Subsidiary is not an Affiliate of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release Parent (other than as a result of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.joint venture);
(b) Any Guarantor not 8) the Secured Note Guarantees are unconditionally released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.discharged pursuant to Section 4.19 hereof; or
(c9) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance is released pursuant to clause (8) of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another GuarantorSection 9.02.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners, then such Guarantor (in the Issuerevent of a sale or other disposition, (iii) upon Legal Defeasance by way of merger, consolidation or Covenant Defeasance otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in the event of a sale or other disposition of all or substantially all of the Indenture properties or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstandingreleased and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof (for the avoidance of doubt, at the time thereof). Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) On the first day on which the Notes achieve an Investment Grade Rating, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 14.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the IndentureXIV.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Releases. (a) The Guaranteeing A Guarantee as to any Subsidiary will Guarantor shall be automatically and unconditionally released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement discharged upon:
(i) in any sale, exchange, disposition or transfer (including through consolidation, amalgamation, merger or otherwise) of (x) the event Capital Stock of any sale such Subsidiary Guarantor or other disposition of (y) all or substantially all of the assets of the Guaranteeing such Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, Guarantor; (ii) other than with respect to each Subsidiary Guarantor that is a sale party to this Indenture on the date of this Indenture, the release, discharge or other disposition of all termination of the Capital Stock guarantee by such Subsidiary Guarantor that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Guaranteeing SubsidiarySecurities, in each caseexcept a release, to discharge or termination by or as a Person that is not (either before or after giving effect to result of payment under such transactions) a Subsidiary of the Issuer, guarantee; (iii) upon Legal Defeasance the consolidation, amalgamation or Covenant Defeasance merger of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing any Subsidiary is released from its guarantees under all Credit Facilities of Guarantor with and into the Issuer or another Guarantor (including as a result that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Credit Facilities ceasing Subsidiary Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (iv) the Issuer exercising its defeasance option pursuant to Article XIII or the Issuer’s obligations under this Indenture being discharged pursuant to Article IV; and
(b) if evidence of such release and discharge is requested to be outstanding). Upon delivery executed by the Trustee, the Issuer delivering, or causing to be delivered, to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to such transaction, the release of the Guarantee and the execution of such Guaranteeing Subsidiary evidence by the Trustee have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteecomplied with.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Share Repurchase Agreement (American International Group Inc), Junior Subordinated Indenture (AerCap Global Aviation Trust)
Releases. (a) The Guaranteeing Subsidiary will be released Note Guarantee and relived of any all other obligations under its Subsidiary Guarantee, the Indenture, the Notes this Indenture of a Guarantor will terminate and the Registration Rights Agreement be released: (ia) in connection with a sale or other disposition (including by way of consolidation or merger or otherwise) of the event of any Guarantor or the sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary Guarantor (including by way of merger, consolidation other than to the Company or otherwisea Restricted Subsidiary) to in connection with a Person transaction or circumstance that is does not violate this Indenture; (either before or after giving effect to such transactionb) upon a Subsidiary disposition of the Issuer, (ii) a sale or other disposition of all majority of the Capital Stock of the Guaranteeing Subsidiary, in each case, Guarantor to a third Person in connection with a transaction or circumstance that does not violate this Indenture, after which the Guarantor is not no longer a Restricted Subsidiary; or (either before c) upon a liquidation or after giving effect to such transactions) a Subsidiary dissolution of the IssuerGuarantor so long as no Default occurs as a result thereof, if its assets are distributed to the Company or another Guarantor; (iiid) in connection with the designation by the Company in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with this Indenture; or (e) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight VIII hereof or upon satisfaction and discharge of the this Indenture or pursuant to Article XI hereof.
(ivb) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of the Indenture and this Supplemental Indenture with respect Indenture, including without limitation Section 4.10 hereof, or such Note Guarantee is to be released pursuant to the release provisions of such Guaranteeing Subsidiary have been satisfiedSection 10.04(a) and the documents required by Section 13.02 hereof, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Guarantor from all of its obligations under its Subsidiary Guarantee.
(b) Note Guarantee and this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Obligations it has guaranteed pursuant to this Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.X.
Appears in 2 contracts
Sources: First Supplemental Indenture (Peabody Energy Corp), Transaction Support Agreement (Peabody Energy Corp)
Releases. (a) The Guaranteeing Subsidiary will Any Guarantor shall be released and relived relieved of any obligations under its Subsidiary Note Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the IssuerCompany, (ii) a if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom; (ii) in connection with any sale of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, a Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof; or (iv) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the IssuerCompany, (iii) upon Legal Defeasance or Covenant Defeasance if the sale of such Capital Stock of that Guarantor complies with Section 4.10, including the application of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Net Proceeds therefrom. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Rayovac Corp), Third Supplemental Indenture (Rayovac Corp)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Parent, the Issuers or a Subsidiary Restricted Subsidiary, then the corporation acquiring the property will be released and relieved of any obligations under the Issuer, Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Parent, the Issuers or a Restricted Subsidiary, and such Guarantor ceases to be a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, such sale or other disposition does not violate Section 4.10 hereof and that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon a dissolution of a Subsidiary Guarantor that is permitted under this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) Upon the release of the Subsidiary Guarantor’s guarantee under all applicable Triggering Indebtedness, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(f) Upon repayment in full of the Notes, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(g) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Endo International PLC), Indenture (Endo International PLC)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners, or (ii) of all of the IssuerCapital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of Antero Midstream Partners, then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof.
(iiib) upon Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness under any Credit Facility, such Guarantor will be released and relieved of any obligations under its Note Guarantee and its other Obligations under this Indenture; provided, however, that if, at any time following such release or discharge, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.18 hereof.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(e) Upon the Notes pursuant to Article Eight merger or consolidation of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the any Guarantor with and into an Issuer or another Guarantor (including as a result that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Credit Facilities ceasing to Guarantor, such Guarantor will be outstanding). relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(f) Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions conditions of the Indenture and this Supplemental Indenture with respect to the Section 10.05 for a release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from Note Guarantee and all of its obligations other Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the this Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Antero Midstream Corp), Indenture (Antero Midstream Corp)
Releases. The Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall, at the sole cost and expense of the Loan Parties, be automatically released (a) The Guaranteeing Subsidiary will upon the occurrence of the Facility Termination Date, (b) upon the Disposition of such Collateral (as part of or in connection with any Disposition permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition is made in compliance with the terms of this Agreement, (c) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 11.01), (d) to the extent such property constitutes Excluded Property or (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty to the extent such release of a Guarantor is made in compliance with the terms of this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon or obligations (other than those being released) of the Loan Parties in respect of all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent comprised of Excluded Property or otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that a Guarantor shall be released and relived from its Guaranty upon (x) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof, (y) such Guarantor becoming an Excluded Subsidiary in accordance with the terms hereof; provided that if any obligations under its Restricted Subsidiary Guaranteethat is a Guarantor becomes an Excluded Subsidiary solely as a result of such Restricted Subsidiary becoming an Immaterial Subsidiary, such Guarantor shall be released from the Indenture, the Notes and the Registration Rights Agreement Guarantees only (i) in if no Default then exists and (ii) upon the event Administrative Agent’s receipt of a written request therefor from the Borrower, or (z) the Disposition of such Guarantor to any sale Person (other than a Loan Party) that is permitted hereby or to which the Required Lenders (or such other disposition of all or substantially all percentage of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwiseLenders whose consent may be required in accordance with Section 11.01) to a Person have otherwise consented such that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to Disposition such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing ceases to be outstanding)a Restricted Subsidiary. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedThe Administrative Agent, the Trustee shall Lenders and the L/C Issuer hereby authorize the Administrative Agent to execute and deliver any documents reasonably required in order instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for Loan Party’s Guaranty or Collateral pursuant to the full amount foregoing provisions of principal of and interest on this paragraph, all without the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 further consent or joinder of the IndentureAdministrative Agent, any Lender or the L/C Issuer.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Guarantor, then such Guarantor or the corporation acquiring the property, as applicable, will be released and relieved of any obligations under its Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Guarantee. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) In the event that any Guarantor ceases to be a Significant Subsidiary, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee immediately upon such cessation.
(c) Upon satisfaction and discharge of this Indenture in accordance with Article X hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 12.5 will remain liable for the full amount of the principal of amount, the Repurchase Price, the Fundamental Change Repurchase Price and interest on the Notes Optional Redemption Price of, and interest, any Make-Whole Premium (only to the extent not otherwise satisfied by the Company in other than cash in accordance with the applicable Company Notice), any Redemption Premium and any Liquidated Damages on, the Securities and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the IndentureXII.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Integrated Electrical Services Inc), Purchase Agreement (Integrated Electrical Services Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition (including by way of liquidation permitted hereunder) of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Guaranty; provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeGuaranty.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guaranty.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Guaranty. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall Guaranty as provided in this Section 11.04 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets Capital Stock of the Guaranteeing a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) Superior Energy, Issuer or a Restricted Subsidiary of Issuer or Superior Energy, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the Issuersale or other disposition, and the application of the Net Proceeds of such sale or other disposition, comply with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof.
(iib) a In the event of any sale or other disposition of all or substantially all of the Capital Stock assets of the Guaranteeing Subsidiary, in each case, a Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transactionstransaction) Superior Energy, Issuer or a Restricted Subsidiary of Issuer or Superior Energy, then the Issuercorporation acquiring the property will be released and relieved of any obligations under the applicable Note Guarantee; provided that the sale or other disposition, (iii) upon Legal Defeasance or Covenant Defeasance and the application of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result Net Proceeds of such Credit Facilities ceasing to be outstanding)sale or other disposition, comply with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Note Guarantee in accordance with the foregoing Sections 10.05(a) and (b).
(c) Upon designation by Issuer of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(bd) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) Upon the occurrence of an Investment Grade Rating Event, if such Subsidiary Guarantor does not have outstanding Indebtedness, and it does not guarantee Indebtedness of Issuer, Superior Energy or any other Guarantor, in each case in excess of a De Minimis Amount, such Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Superior Energy Services Inc), Indenture (Superior Energy Services Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource-MBS, LLC)
Releases. (a) The Guaranteeing Subsidiary will Guarantee of a Guarantor shall be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement automatically:
(i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Issuer, Company;
(ii) a in connection with any sale or other disposition of all capital stock of the Capital Stock of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary of the IssuerCompany, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company;
(iii) upon defeasance or satisfaction and discharge of the Notes as provided in Sections 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance], 8.02 [Legal Defeasance and Discharge], 8.03 [Covenant Defeasance], 8.04 [Conditions to Legal or Covenant Defeasance] and 11.01 [Satisfaction and Discharge] hereof;
(iv) upon the dissolution of a Guarantor that is permitted under this Indenture; or
(v) otherwise with respect to the Subsidiary Guarantee of any Guarantor:
(1) upon the prior consent of Holders of at least a majority in aggregate principal amount of the Notes pursuant to Article Eight of the Indenture or then outstanding; or
(iv2) if the Guaranteeing Company has indebtedness outstanding under the Credit Facility, upon the release of such Subsidiary is released from its guarantees under Guarantor’s Guarantee of all Credit Facilities obligations of the Issuer Company under the Credit Facility, or another the Credit Facility (or a successor thereto) is amended, refinanced, extended, substituted, replaced or renewed without such Guarantor being a guarantor of the indebtedness thereunder, or if the Credit Facility is otherwise terminated.
(including as b) The Subsidiary Guarantee of a result Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of such Credit Facilities ceasing this Indenture pursuant to be outstanding). Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] and 11 [SATISFACTION AND DISCHARGE] hereof.
(c) Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(bd) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 [Releases] shall remain liable for the full amount of principal of of, premium, if any, and interest on on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture[Subsidiary Guarantees].
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Releases. (a) The Guaranteeing Notwithstanding the provisions of Section 4 hereof, the Subsidiary Guarantor will be released automatically and relived relieved of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement :
(i) in upon the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary the Company or an Affiliate of the IssuerCompany, (ii) a if the sale or other disposition complies with Sections 3.08 and 4.10 of the Indenture and the Subsidiary Guarantor either no longer has an Indebtedness (other than the Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 of the Indenture,
(ii) upon the sale of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) a Subsidiary an Affiliate of the IssuerCompany, if the sale complies with Sections 3.08 and 4.10 of the Indenture;
(iii) upon Legal Defeasance or Covenant Defeasance the legal defeasance of the Notes pursuant to as described in Article Eight 8 of the Indenture or Indenture;
(iv) if upon (a) the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities merger of the Issuer Subsidiary Guarantor into the Company or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
Guarantor; (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 dissolution of the Indenture.
Subsidiary Guarantor into the Company or another Subsidiary Guarantor; or (c) Nothing contained in the Indenture transfer of all or in any substantially all of the Notes shall prevent assets of the Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or
(v) at the option of the Company, if at any consolidation or merger of a time the Subsidiary Guarantor with or into an Issuer (in which case such Guarantor shall has no longer Indebtedness outstanding other than the Subsidiary Guarantee or, assuming it ceased to be a Guarantor) or another Subsidiary Guarantor or shall prevent any sale or conveyance but continued to be a Restricted Subsidiary of the property Company following such release, it would be permitted at the time of a Guarantor as an entirety or substantially as an entirety such release to an Issuer or another Guarantor.incur all of its then outstanding Indebtedness in compliance with Section 4.09
Appears in 2 contracts
Sources: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived In the event of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any a sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the IssuerCompany or any other Guarantor, (ii) a sale termination of one or more Guarantees by any Guarantor of any other disposition of all Senior Subordinated Indebtedness of the Capital Stock Company or any other Guarantor which results in such Guarantor no longer being subject to any Guarantee of any other Senior Subordinated Indebtedness of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before Company or after giving effect to such transactions) a Subsidiary of the Issuer, any other Guarantor or (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another any Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)a Restricted Subsidiary, then such Guarantor (in the event described in clauses (ii) and (iii) of this paragraph) or the corporation acquiring the property (in the event described in clause (i) of this paragraph) will be released and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 11 of the Indenture.
(c) Nothing contained in the Indenture or in any Pursuant to Section 11.05 of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance Indenture, each of the property Texas LP Guarantors are hereby released and relieved of a its obligations under its Subsidiary Guarantee and this Supplemental Indenture hereby evidences the release of such Texas LP Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantorfrom its obligations under its Subsidiary Guarantee.
Appears in 2 contracts
Sources: Supplemental Indenture (Prestige Bay LLC), Supplemental Indenture (Thomason Niss LLC)
Releases. (a) The Each Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the each Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the each Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the each Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Supplemental Indenture (Corrections Corp of America), Supplemental Indenture (Corrections Corp of America)
Releases. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement automatically:
(i1) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing such Subsidiary Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary the Company or an Affiliate of the Issuer, Company;
(ii2) a in connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or an Affiliate of the Company, if following such sale or other disposition, such Subsidiary Guarantor is not a direct or indirect Subsidiary of the Issuer, Company;
(iii3) upon Legal Defeasance the release, discharge or Covenant Defeasance termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under the Credit Agreement;
(4) if such Subsidiary Guarantor has become a guarantor of any Additional Indebtedness, upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under such Additional Indebtedness; or
(5) upon defeasance or satisfaction and discharge of the Notes pursuant to as provided in Article Eight of the Indenture or 8 and Article 11 hereof.
(ivb) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect action or event giving rise to the a release of such Guaranteeing Subsidiary have been satisfiedhas occurred as specified above, the Trustee shall shall, upon receipt by it of the documents described in Section 12.02 hereof, execute any documents reasonably required requested by the Company or the Trustee in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
(bc) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 10.04 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the properties or assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners, then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the Issuerprovisions of Section 4.10 hereof, (iii) upon Legal Defeasance or Covenant Defeasance and such Guarantor ceases to be a Restricted Subsidiary of Targa Resources Partners in the Notes pursuant to Article Eight case of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including and as a result of such Credit Facilities ceasing to be outstanding)the sale or other disposition of its Capital Stock. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release Note Guarantee of such Guaranteeing Subsidiary have Guarantor has been satisfiedreleased in accordance with this Section 10.05, the Trustee shall will execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee and all of its other obligations under this Indenture.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture.
(c) A Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture at such time as that Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time.
(d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any such Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Targa Resources Partners LP), Indenture (Targa Resources Corp.)
Releases. Subject to Buyer’s performance of its obligations under this Agreement, Executive, for himself and for his heirs, successors and assigns, does release completely and forever discharge Buyer, Seller and Seller Bank, their respective affiliates and successors and the current and former directors, officers, employees and agents of each of them (aany and all of which are referred to below as the “Releasees”) The Guaranteeing Subsidiary will be released and relived of from any obligations under its Subsidiary Guaranteethe Seller Employment Agreement, the IndentureSeller Bank Employment Agreement, and the Salary Continuation Agreement and any and all other claims, demands, proceedings, agreements (express or implied), obligations, liabilities and causes of action whatsoever, whether known or unknown, whether arising under common law, in equity or under statute, including all claims of discrimination, harassment and retaliation prohibited by any federal, state, or local statute, regulation, or ordinance, including without implication of limitation, Title VII of the Civil Rights Act of 1964, the Notes Americans With Disabilities Act, Massachusetts General Laws chapter 151B, the Massachusetts Wage Act (including but not limited to paid time off, overtime and other wages), the Family and Medical Leave Act, and the Registration Rights Agreement Employee Retirement Income Security Act; and all other statutory and common law claims which Executive or his heirs, successors or assigns now have, have ever had or may hereafter have against the Releasees relating to or arising out of any matter related solely to the period prior to the date of Executive’s execution of this Agreement. Notwithstanding the foregoing, Executive does not waive, release or discharge, (i) in any right to file an administrative charge or complaint with the event of any sale Equal Employment Opportunity Commission or other disposition of all or substantially all of administrative agency, although the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) Employee waives any right to a Person that is not (either before or after giving effect monetary relief related to such transaction) a Subsidiary of the Issuercharge or administrative complaint, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryclaims which cannot be waived by law, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issueras claims for workers’ compensation, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant any right to Article Eight of the Indenture or earned but unpaid wages, (iv) if the Guaranteeing Subsidiary is released from its guarantees any right to accrued but unused vacation time, (v) any right to accrued and vested benefits under all Credit Facilities any tax-qualified plan maintained or contributed to by Seller and/or Seller Bank determined as of the Issuer Effective Time of the Merger, (vi) any right to accrued and vested benefits under the Voluntary Deferred Compensation and Supplemental Employee Stock Ownership Plan maintained and contributed to by Seller and Seller Bank determined as of the Effective Time of the Merger, (vii) the right to designate a beneficiary for the $175,000 death benefit under the Seller Bank’s Split Dollar Plan dated March 1, 2011, as in effect as of the Effective Time of the Merger, (viii) the obligations of Rockland Trust described in Section 2 and Section 3 of this Agreement, or another Guarantor (including as a result ix) the obligations of such Credit Facilities ceasing Buyer under the Merger Agreement. Executive agrees to be outstanding). Upon delivery by the Issuer execute an identical “bring-down” release immediately prior to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions Effective Time of the Indenture and this Supplemental Indenture with respect to Merger in consideration of the release of such Guaranteeing Subsidiary have been satisfiedpayments described above, the Trustee shall execute except that it will cover any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor claims under the Indenture Age Discrimination in Employment Act of 1967, as provided in Article 10 of the Indentureamended.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Settlement Agreement (Peoples Federal Bancshares, Inc.), Settlement Agreement (Peoples Federal Bancshares, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary GuaranteeNotwithstanding Section 10.03, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the IssuerCompany, then the Guarantor will be released and relieved of any obligations under the Guarantee, and, for the avoidance of doubt, the Person acquiring the assets will have no obligation to provide a Guarantee.
(iib) a Notwithstanding Section 10.03, in the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary of the IssuerCompany and such Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition, then such Guarantor will be released and relieved of any obligations under its Guarantee.
(iiic) upon Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under any Guarantee. In the Notes case of clauses (a) and (b) above, such sale or disposition or merger or consolidation shall be made in accordance with the applicable provisions of this Indenture as established pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Section 2.02 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) . Any Guarantor not released from its obligations under its Subsidiary any Guarantee shall as provided in this Section 10.04 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, if any, the Notes Securities of such Series and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Gray Television Licensee, LLC), Indenture (WVLT-TV, Inc.)
Releases. (a) The Guaranteeing Subsidiary Guarantee of the Notes by a Guarantor will be released automatically and relived unconditionally released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement such Guarantor:
(i1) in the event of connection with any sale sale, exchange, transfer, conveyance or other disposition of (whether by merger, consolidation or the sale of) a majority of the Capital Stock of such Guarantor (or such lesser portion as is sufficient for such Guarantor to cease to be a Subsidiary of the Company) or the sale of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of mergersuch Guarantor, consolidation to or otherwise) to with and into a Person that which is not (either before the Company or after giving effect to such transaction) a another Subsidiary of the Issuer, Company;
(ii2) if any Guarantor is dissolved or otherwise no longer obligated to provide a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Guarantee of the Notes pursuant to Article Eight the Indenture;
(3) if such Guarantor’s guarantee of any obligations under any Debt Facility of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor Company (including as the Credit Agreement) with an aggregate principal or committed amount of $250 million or more is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a result of such Credit Facilities ceasing to be outstanding). Upon delivery Guarantor by the Issuer to executing a supplemental indenture and providing the Trustee of with an Officers’ Officer’s Certificate and an Opinion of Counsel to as required by the effect that Indenture at such time as it guarantees any obligations under any Debt Facility of the provisions Company (including the Credit Agreement) with an aggregate principal or committed amount of $250 million or more; or
(4) upon the Company’s exercise of its legal defeasance option or covenant defeasance option as described in Section 12.02 or Section 12.03 of the First Supplemental Indenture or if the Company’s obligations under the Indenture and this the Notes are discharged in accordance with Section 12.01 of the First Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Indenture.
(b) The Trustee shall execute any documents reasonably required requested by either the Company or a Guarantor in order to evidence the release of any such Guarantor from its obligations under its Subsidiary GuaranteeGuarantee under this Article II, subject to the Trustee’s receipt of an Opinion of Counsel and Officer’s Certificates stating that all conditions precedent to such release have been met.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Mednax, Inc.), Third Supplemental Indenture (Mednax, Inc.)
Releases. A Guarantee as to any Subsidiary Guarantor shall be automatically and unconditionally released and discharged, without further action required on the part of the Subsidiary Guarantor, the Trustee or any Holder of Notes, upon:
(a) The Guaranteeing any direct or indirect sale, exchange, transfer or other disposition (by merger, consolidation or otherwise) of the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, transfer or other disposition is not in violation of the applicable terms of this Indenture;
(b) the release or discharge of the Indebtedness or guarantee of Indebtedness by such Subsidiary Guarantor that resulted in the creation of such Guarantee except a release or discharge by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will be released and relived constitute a release for the purposes of this provision); provided that at the time of such release or discharge, such Subsidiary Guarantor is not then a guarantor or an obligor in respect of any obligations other Indebtedness that would require it to provide a Guarantee of the Notes under its Subsidiary Guarantee, the Indenture;
(c) the sale, the Notes and the Registration Rights Agreement (i) in the event of any sale exchange, transfer or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, in a transaction that is not in violation of the Guaranteeing Subsidiary (including by way applicable terms of mergerthis Indenture, consolidation or otherwise) to a any Person that who is not (either before or after giving effect to such transaction) the Company or a Domestic Restricted Subsidiary;
(d) the release or discharge of such Subsidiary of the IssuerGuarantor from its guarantee, (ii) a sale or other disposition and of all of pledges and security, if any, granted by such Subsidiary Guarantor in connection with the Capital Stock of the Guaranteeing SubsidiarySenior Secured Credit Facilities, in each case, to except a Person that is not (either before release or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance discharge by or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of payment under such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect guarantee (it being understood that the provisions of the Indenture and this Supplemental Indenture with respect to the a release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.subject to
Appears in 2 contracts
Sources: Indenture (Valvoline Inc), Indenture (Ashland Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of the Guaranteeing Subsidiary any Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, or (iiiii) upon of all of the Capital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture; provided that any such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(c) At such time as such Guarantor ceases to guarantee any other Indebtedness of the Company under a Credit Facility such that it would not, if not a Guarantor, be required to become a Guarantor under Section 4.14 hereof, such Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(e) Upon the Notes pursuant to Article Eight merger or consolidation of any Guarantor with and into the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer Company or another Guarantor (including as a result that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Credit Facilities ceasing to Guarantor, such Guarantor will be outstanding). relieved of any obligations under its Note Guarantee and all of its other Obligations under this Indenture.
(f) Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions conditions of the Indenture and this Supplemental Indenture with respect to the Section 10.05 for a release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary GuaranteeNote Guarantee and all of its other Obligations under this Indenture.
(bg) Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall and all of its other Obligations under this Indenture as provided in this Section 10.05 will remain liable for the full amount of principal of and interest interest, and premium, if any, on the Notes and for the other obligations Obligations of any such Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Aris Water Solutions, Inc.), Indenture (Aris Water Solutions, Inc.)
Releases. (a) The Guaranteeing Subsidiary Note Guarantee of a Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement automatically released:
(i1) in the event of connection with any sale sale, transfer or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale, transfer or other disposition does not violate the provisions of this Indenture;
(ii2) a sale in connection with any sale, transfer or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Issuer or a Restricted Subsidiary of the Issuer, if (iiia) following the sale or other disposition, such Guarantor is no longer a Restricted Subsidiary of the Issuer and (b) the sale, transfer or other disposition does not violate the provisions of this Indenture;
(3) if the Issuer designates any Restricted Subsidiary of the Issuer that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;
(4) upon the release or discharge of such Guarantor from its liability in respect of the guarantee which created the obligation on the part of such Guarantor to provide a Note Guarantee in accordance with Section 4.15 hereof, except a release or discharge by or as a result of payment under such guarantee; or
(5) upon Legal Defeasance, Covenant Defeasance or Covenant Defeasance satisfaction and discharge of this Indenture as provided in Articles 8 and 12 hereof. In the event that any released Guarantor thereafter becomes a Wholly-Owned Domestic Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture Issuer, or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities Indebtedness of the Issuer or another any Guarantor, such former Guarantor (including as will again provide a result of such Credit Facilities ceasing to be outstanding). Upon delivery Note Guarantee and assume by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions written agreement all of the Indenture obligations of a Guarantor under this Indenture, such Guarantor’s Note Guarantee and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) applicable Security Documents. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 2 contracts
Sources: Indenture (Nathans Famous Inc), Indenture (Nathans Famous Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the provisions of the Indenture and this Supplemental Indenture Company in accordance with respect to the release of such Guaranteeing Subsidiary have been satisfiedSection 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (W&t Offshore Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived In the event of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing a Subsidiary Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the IssuerCompany, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale or other disposition complies with Section 4.06 hereof, (ii) a in connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) a Subsidiary of the IssuerCompany, and as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale complies with Section 4.06 hereof, (iii) upon Legal Defeasance or Covenant Defeasance the designation of the Notes pursuant to Article Eight of the Indenture any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14 hereof, or (iv) if the Guaranteeing discharge or release of all guarantees by such Subsidiary is released from its guarantees under Guarantor of, and all Credit Facilities pledges of property or assets of such Subsidiary Guarantor securing, all other Indebtedness of the Issuer Company and the Restricted Subsidiaries, then such Guarantor or, in the case of a sale or another Guarantor (including as a result other disposition of all or substantially all of the assets of such Credit Facilities ceasing to Guarantor, the Person acquiring such property, will be outstanding)released and relieved of any obligations under its Guarantee. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale, disposition, redesignation or discharge or release was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) shall be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor shall be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor shall be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in this Section 11.05 shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary obligations of any Guarantor under its Note Guarantee will be automatically and unconditionally released and relived discharged when any of any obligations under its Subsidiary Guarantee, the Indenture, following occurs:
(1) upon the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition (including by way of consolidation or merger) of such Guarantor;
(2) upon the sale or disposition of all or substantially all of the assets of such Guarantor;
(3) upon the Guaranteeing Subsidiary (including by way release of mergersuch Guarantor from its guarantee, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuerif any, (ii) a sale or other disposition and of all of pledges and security, if any, granted by such Guarantor in connection with the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not Credit Facilities;
(either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii4) upon the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definition of “Unrestricted Subsidiary” herein;
(5) if the Company exercises its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or if the Company’s obligations under this Indenture are discharged in accordance with Article 11 hereof;
(6) the release or discharge of the Notes pursuant to Article Eight guarantee by such Guarantor of all Indebtedness that resulted in the Indenture creation of such Guarantee except a discharge or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer release by or another Guarantor (including as a result of payment under such Credit Facilities ceasing guarantee (it being understood that a release subject to be outstandinga contingent reinstatement will constitute a release for the purposes of this provision). Upon delivery by ; or
(7) upon the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release merger or consolidation of any Guarantor from with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its obligations under its Subsidiary Guarantee.
assets to the Company or another Guarantor; in the case of clauses (b1) and (2) of this Section 10.04, other than to the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of such disposition. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.04 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 10. At the request and expense of the Indenture.
(c) Nothing contained in Company, the Indenture or in any of Trustee shall execute and deliver an appropriate instrument evidencing the Notes shall prevent any consolidation or merger release of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety pursuant to an Issuer or another Guarantorthis Section 10.04.
Appears in 1 contract
Sources: Indenture (Element Solutions Inc)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary any Guarantor, (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Upon designation of any Guarantor, as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary will be released Note Guaranty and relived of any all other obligations under its the Indenture of a Subsidiary Guarantee, the Indenture, the Notes Guarantor will terminate and the Registration Rights Agreement be released: (i) in connection with any sale or other disposition (including by way of consolidation or merger or otherwise) of the event of any Subsidiary Guarantor or the sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary Guarantor (including by way of merger, consolidation other than to the Parent Guarantor or otherwisea Restricted Subsidiary) to in connection with a Person transaction or circumstance that is does not (either before violate the Indenture; or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) upon a sale or other disposition of all the majority of the Capital Stock of the Guaranteeing Subsidiary, in each case, Subsidiary Guarantor to a third Person in connection with a transaction or circumstance that is does not violate the Indenture, after which the Subsidiary Guarantor ceases to be a Restricted Subsidiary; or (either before iii) upon a liquidation or after giving effect to such transactions) a Subsidiary dissolution of the Issuer, Subsidiary Guarantor so long as no Default occurs as a result thereof; or (iiiiv) in connection with the designation by the Parent Guarantor in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary or the Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with the Indenture; or (v) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight VIII hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (ivvi) if in connection with the Guaranteeing release, other than the discharge through payment by the Subsidiary is released from its guarantees under Guarantor, of all Credit Facilities other Guarantees by such Restricted Subsidiary of the Debt of either Issuer or another Guarantor under the Credit Agreement; or (including vii) as a result of such Credit Facilities ceasing to be outstanding)set forth in the First Lien/Second Lien Intercreditor Agreement. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of the Indenture and this Supplemental Indenture with respect Indenture, including without limitation Section 4.07 hereof, or such Note Guaranty is to be released pursuant to the release provisions of such Guaranteeing Subsidiary have been satisfiedthe immediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Indenture. Any Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Obligations it has guaranteed pursuant to this Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.X.
Appears in 1 contract
Sources: Indenture (Antelope Coal LLC)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing any Subsidiary (including Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) Express or a Restricted Subsidiary of Express, then the Issuer, Person acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) Express or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Express and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Express as a result of the sale or other disposition, then such Credit Facilities ceasing to Subsidiary Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (Express Parent LLC)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Guaranteeing Subsidiarycapital stock of any Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing Guarantor) will be released and relieved of its obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. In the event the Company designates any such Guarantor to be outstanding)an Unrestricted Subsidiary in accordance with this Indenture, such Guarantor shall be released and relieved of its obligations under its Note Guarantee. In the event any Guarantor shall cease (or simultaneously with the release of its Guarantee hereunder shall cease) to have outstanding or guarantee any Specified Indebtedness, such Guarantor shall be released and relieved of its obligations under its Note Guarantee. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or upon delivery by the Indenture and this Supplemental Indenture Company to the Trustee of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (or simultaneously with respect to the release of such Guaranteeing its Guarantee hereunder shall cease) to have outstanding or guarantee any Specified Indebtedness or that the applicable Guarantor has been designated as an Unrestricted Subsidiary have been satisfiedin accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) . Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (Amerisourcebergen Corp)
Releases. (a) The Guaranteeing Subsidiary Guarantee of a Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement released:
(i1) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation spin-off, consolidation, amalgamation or otherwisecombination) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of Restricted Subsidiary, if the Issuersale or other disposition does not violate Sections 4.10, 4.25 or 4.26 hereof;
(ii2) a in connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Sections 4.10, 4.25 or 4.26 hereof and the Guarantor ceases to be a Restricted Subsidiary as a result of the Issuer, sale or other disposition;
(iii3) if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;
(4) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof;
(5) in connection with enforcement actions taken by the Security Agent or the Trustee in accordance with this Indenture, the Collateral Trust Deed and, if applicable, in accordance with the North American Intercreditor Agreement and any Additional Intercreditor Agreement; or
(6) the circumstances provided for under Article 9. Upon any occurrence giving rise to a release of a Guarantee as specified in clauses (1) through (6) above, the Trustee, subject to receipt of certain documents from the Issuer and/or any Guarantor requested pursuant to the terms of this Indenture and at the expense of the Notes pursuant Issuer, will execute any documents reasonably required in order to Article Eight evidence or effect such release, discharge and termination in respect of such Guarantee. Except as provided in paragraph (5) above, no release and discharge of the Indenture Guarantee will be effective against the Trustee, the Security Agent or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of Holders until the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer shall have delivered to the Trustee of and the Security Agent an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the Security Documents relating to such release and discharge have been satisfied and that such release and discharge is authorized and permitted under this Indenture and the effect that Security Documents and the provisions Trustee and the Security Agent shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel absolutely and without further enquiry. None of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIssuer, the Trustee shall execute any documents reasonably required in order to evidence the release of or any Guarantor from its obligations under its Subsidiary Guarantee.
(b) will be required to make a notation on the Notes to reflect any such release, discharge or termination. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 11.05 will remain liable for the full amount of principal of of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (Twist Beauty S.a r.l. & Partners S.C.A.)
Releases. (a) The Guaranteeing A Guarantee as to any Subsidiary will Guarantor shall be automatically and unconditionally released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement discharged upon:
(i) in any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (a) the event Capital Stock of any sale such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or other disposition of (b) all or substantially all of the assets of the Guaranteeing such Subsidiary Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor Subsidiary Guarantor), which sale, exchange, disposition or transfer in each case is not prohibited by Sections 4.04, 4.06 or 5.01 hereof;
(including ii) other than as a result of the repayment in full of the Term Loan Credit Agreement, (a) the release, discharge or termination of the guarantee by such Subsidiary Guarantor of the Term Loan Credit Facilities ceasing to be outstanding). Upon delivery Agreement or (b) the release or discharge of such other guarantee that resulted in the creation of such guarantee, in each case except a release, discharge or termination by or as a result of payment under such guarantee;
(iii) the permitted designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary;
(iv) the consolidation or merger of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Trustee of an Officers’ Certificate and an Opinion of Counsel to Issuer or another Subsidiary Guarantor; or
(v) the effect that Issuer exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its Issuer’s obligations under its Subsidiary Guaranteethis Indenture being discharged in accordance with the terms of this Indenture.
(b) Any Guarantor Notwithstanding the foregoing, any Guarantee by Holdings or any direct or indirect parent company may be automatically and unconditionally released and discharged for any reason, and the Trustee shall receive written notice of such release (the failure of which will not released from its obligations under its Subsidiary Guarantee shall remain liable for affect the full amount effectiveness of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenturesuch release).
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (PQ Group Holdings Inc.)
Releases. The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor:
(a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Restricted Subsidiary, if the Issuer, (ii) a sale or other disposition complies with Sections 3.04 and 4.03 of all the First Supplemental Indenture;
(b) in connection with any sale of a majority of the Capital Stock of the Guaranteeing Subsidiary, in each case, a Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) a Subsidiary Restricted Subsidiary, if the sale complies with Sections 3.04 and 4.03 of the Issuer, First Supplemental Indenture;
(iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (ivc) if the Guaranteeing Company (i) designates any Restricted Subsidiary that is released from its guarantees a Guarantor to be an Unrestricted Subsidiary or (ii) designates any Restricted Subsidiary that is a Guarantor to be an Excluded Subsidiary, in each case, in accordance with the Indenture;
(d) if such Guarantor is or becomes a non-Wholly-Owned Subsidiary and does not then guarantee Indebtedness under all the Credit Facilities Agreement, any other credit agreement, bank facility, term loan or any capital markets securities of the Issuer Company or another a Guarantor;
(e) if any Guarantor (including as is otherwise no longer obligated to provide a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer Subsidiary Guarantee pursuant to the Trustee Indenture;
(f) upon the Company’s exercise of an Officers’ Certificate its legal defeasance option or covenant defeasance option as described under Article VIII of the Base Indenture and an Opinion Article IX of Counsel to the effect that First Supplemental Indenture or if the provisions of Company’s obligations under the Indenture and this Supplemental Indenture the Notes are discharged in accordance with respect to the release terms of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.Indenture; or
(bg) pursuant to Section 4.11 of the First Supplemental Indenture. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of of, premium, if any, and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 XI of the Base Indenture and Article X of the First Supplemental Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: First Supplemental Indenture (Lifepoint Health, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.11. ARTICLE 12
Appears in 1 contract
Sources: Indenture (Hercules Inc)
Releases. (a) The Guaranteeing Subsidiary will A Guarantor shall be automatically released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes Guarantee and the Registration Rights Agreement this Indenture upon:
(ia) in the event of any sale or other disposition Disposition of all or substantially all of the assets of the Guaranteeing Subsidiary such Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary of Restricted Subsidiary, if the Issuer, (ii) a sale or other disposition Disposition does not violate Section 4.10 of all this Indenture;
(b) any sale, exchange or transfer (by merger, consolidation or otherwise) of the Capital Stock Equity Interests of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, exchange or transfer does not violate Section 4.10 of this Indenture;
(c) the proper Designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture;
(d) in the case of any Restricted Subsidiary on the Issue Date or that after the Issue Date is required to provide a Guarantee pursuant to Section 4.15, the release or discharge of the Guaranteeing Subsidiaryguarantee by, or direct obligation of, such Guarantor with respect to the Senior Credit Agreement, Debt Facility or capital markets debt securities that resulted in each casethe creation of such Guarantee, to except a Person that is not (either before discharge or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance release by or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of payment under such Credit Facilities ceasing guarantee or payment of such obligation after the occurrence of a payment default or acceleration thereunder;
(e) legal or covenant defeasance or satisfaction and discharge of this Indenture pursuant to be outstanding). Upon Section 8.2, Section 8.3 or Section 8.8; or
(f) dissolution of such Guarantor; provided no Default has occurred that is continuing; or
(g) following the delivery by the Issuer to the Trustee of the Officer’s Certificate on the Termination Date under Section 4.17. Upon delivery to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect conditions to the release of such Guaranteeing Subsidiary a Guarantor’s Guarantee set forth above have been satisfied, the Trustee shall execute any documents reasonably required in order requested by the Issuer to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) such release. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.X.
Appears in 1 contract
Sources: Indenture (Excelerate Energy, Inc.)
Releases. (a) The Guaranteeing Subsidiary obligations of any Guarantor under its Note Guarantee will be automatically and unconditionally released and relived discharged when any of any obligations under its Subsidiary Guarantee, the Indenture, following occurs:
(1) upon the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition (including by way of consolidation or merger) of such Guarantor;
(2) upon the sale or disposition of all or substantially all of the assets of such Guarantor;
(3) upon the Guaranteeing Subsidiary (including by way release of mergersuch Guarantor from its guarantee, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuerif any, (ii) a sale or other disposition and of all of pledges and security, if any, granted by such Guarantor in connection with the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not Credit Facilities;
(either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii4) upon the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definitions of “Arysta Unrestricted Designation” and “Unrestricted Subsidiary” herein;
(5) if the Company exercises its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or if the Company’s obligations under this Indenture are discharged in accordance with Article 11 hereof;
(6) the release or discharge of the Notes pursuant to Article Eight guarantee by such Guarantor of all Indebtedness that resulted in the Indenture creation of such Guarantee except a discharge or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer release by or another Guarantor (including as a result of payment under such Credit Facilities ceasing guarantee (it being understood that a release subject to be outstandinga contingent reinstatement will constitute a release for the purposes of this provision). Upon delivery by ; or
(7) upon the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release merger or consolidation of any Guarantor from with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its obligations under its Subsidiary Guarantee.
assets to the Company or another Guarantor; in the case of clauses (b1) and (2) of this Section 10.04, other than to the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of such disposition. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.04 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 10. At the request and expense of the Indenture.
(c) Nothing contained in Company, the Indenture or in any of Trustee shall execute and deliver an appropriate instrument evidencing the Notes shall prevent any consolidation or merger release of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety pursuant to an Issuer or another Guarantorthis Section 10.04.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary Note Guarantee of a Guarantor will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement released:
(i1) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary such Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, if the sale or other disposition does not violate Section 4.20 hereof;
(ii2) a in connection with any sale or other disposition of all of the Capital Stock of such Guarantor owned by the Guaranteeing Subsidiary, in each case, Company or any of its Restricted Subsidiaries to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the IssuerCompany, if the sale or other disposition does not violate Section 4.20 hereof and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;
(iii3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;
(4) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 10 hereof; or
(5) upon the Notes pursuant to Article Eight liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred and is continuing. If the Note Guarantee of a Guarantor is released, then such Guarantor will automatically be released from all of its Obligations under this Indenture, the Security Documents and the Registration Rights Agreement and all Collateral of such Guarantor will be released from any Liens arising under this Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding)Security Documents. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations Obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.05 will, subject to Section 11.02, remain liable for the full amount of principal of and interest and Additional Interest, if any, and premium, if any, on the Notes and for the other obligations Obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. Each Note Guarantee of a Guarantor (other than the Note Guarantee of the Parent) will be automatically and unconditionally released and discharged upon the Issuer or the Parent delivering to the Trustee an Officer’s Certificate of the Issuer or the Parent and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with and upon:
(a) The Guaranteeing any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement or (ib) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing SubsidiaryGuarantor, in each casecase if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture;
(b) the release or discharge of such other Debt or Guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a Person contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.16 hereof);
(c) the designation of any Restricted Subsidiary that is not (either before or after giving effect to such transactions) a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Issuer, indenture;
(iiid) such Guarantor becoming an Immaterial Subsidiary;
(e) upon Legal Defeasance the merger or Covenant Defeasance consolidation of such Guarantor with and into the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of Parent, the Issuer or another Guarantor (including as a result or upon the liquidation of such Credit Facilities ceasing Guarantor following the transfer of all of its assets to be outstanding). Upon delivery the Parent, the Issuer or another Guarantor; or
(f) the exercise by the Issuer of its legal defeasance option or covenant defeasance option under Article 8 hereof, or the discharge of the Issuer’s obligations under Article 12 hereof. The Note Guarantee of the Parent will be automatically and unconditionally released and discharged upon:
(1) the merger or consolidation of Parent with and into the Issuer or another Guarantor or upon the liquidation of Parent following the transfer of all of its assets to the Issuer or another Guarantor, in each case in compliance with the applicable provisions of this Indenture; or (2) the exercise by the Issuer of its legal defeasance option or covenant defease option under Article 8 hereof, or the discharge of the Issuer’s obligations under Article 12 hereof; and
(b) the Issuer or the Parent delivering to the Trustee an Officer’s Certificate of an Officers’ Certificate the Issuer or the Parent and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the provisions of the Indenture such transaction or release and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary discharge have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) complied with. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.04 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor (with the exception of any Controlled Foreign Guarantor, who will be jointly and severally obligated only as to Obligations that are not U.S. Person Guarantee Obligations) under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (Evraz North America PLC)
Releases. (a) The Any Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of any sale or other disposition of all or substantially all of the assets of the such Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the such Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the such Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. The Note Guarantee of a Guarantor will be automatically and unconditionally released:
(a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, if the sale or other disposition does not violate the provisions of Section 4.10 hereof;
(iib) a in connection with any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the IssuerCompany, if the sale or other disposition does not violate the provisions of Section 4.10 hereof;
(iiic) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, including, without limitation, Section 4.20 hereof;
(d) if that Guarantor becomes an Immaterial Subsidiary, a Foreign Subsidiary or an Excluded Regulated Subsidiary;
(e) if that Guarantor is released or discharged of its guarantee of Indebtedness under the guarantee that resulted in the obligation of such Guarantor to provide a Note Guarantee if such Subsidiary Guarantor would not then otherwise be required to provide a Note Guarantee;
(f) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; or
(g) upon Legal Defeasance in accordance with Article 8 hereof or Covenant Defeasance satisfaction and discharge of the Notes pursuant to this Indenture in accordance with Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is 12 hereof. Any Guarantor not released from its guarantees obligations under all Credit Facilities its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Issuer or another Notes and for the other obligations of any Guarantor (including under this Indenture as a result of such Credit Facilities ceasing to be outstanding)provided in this Article 11. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such release has occurred in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (KCG Holdings, Inc.)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (Georgia Gulf Corp /De/)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of all of the Notes pursuant to Article Eight Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the provisions of the Indenture and this Supplemental Indenture Company in accordance with respect to the release of such Guaranteeing Subsidiary have been satisfiedSection 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) If a Guarantor ceases to be a Significant Restricted Subsidiary, such Guarantor will be released and relieved of any obligations under its Note Guarantee, but if and only if at that time such Guarantor is not a Guarantor under any Credit Facility. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.06 will remain liable for the full amount of principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture11.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) , to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the IssuerCompany, then the corporation acquiring the property will be released and relieved of any obligations under the Note Guarantee;
(iib) a In the event of any sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, any Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Restricted Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance Company and such Guarantor ceases to be a Restricted Subsidiary of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of the sale or other disposition, then such Credit Facilities ceasing to Guarantor will be outstanding)released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(bc) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) If such Guarantor no longer constitutes a Domestic Subsidiary. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture10.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Releases. (a) The Guaranteeing A Guarantee by any Subsidiary will Guarantor shall be automatically and unconditionally released and relived discharged upon:
(a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of any obligations under its (x) the Capital Stock of such Subsidiary GuaranteeGuarantor, the Indentureafter which such Subsidiary Guarantor is no longer a Subsidiary of Parent, the Notes and the Registration Rights Agreement or (iy) in the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing such Subsidiary (including by way of mergerGuarantor, consolidation which sale, exchange, disposition or otherwisetransfer in each case is made in compliance with Section 4.06(a)(i) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, and (ii) a sale or other disposition otherwise in compliance with this Indenture; (b) in the case of all of any Restricted Subsidiary that after the Capital Stock of the Guaranteeing Subsidiary, in each case, Issue Date is required to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of guarantee the Notes pursuant to Article Eight Section 4.11, the release, discharge or termination of the Indenture guarantee by such Subsidiary Guarantor of the guarantee of other Indebtedness which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee of such other Indebtedness; (ivc) if the Guaranteeing permitted designation of any Restricted Subsidiary that is released from its guarantees a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under all Credit Facilities Section 4.04 and the definition of "Unrestricted Subsidiary"; (d) the consolidation or merger of any Subsidiary Guarantor with and into the Issuer or another Guarantor (including as a result that is the surviving Person in such consolidation or merger, or upon the liquidation of such Credit Facilities ceasing Subsidiary Guarantor following the transfer of all of its assets to be outstanding). Upon delivery by the Issuer or another Guarantor; or (e) the Issuer exercising its legal defeasance option or covenant defeasance option as described under Article Eight or the Issuer's obligations under this Indenture being discharged in accordance with the terms of this Indenture; and
(ii) If the Issuer requests the Trustee to acknowledge such release, the Issuer delivering to the Trustee an Officer's Certificate of an Officers’ Certificate such Subsidiary Guarantor, Parent or the Issuer and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary transaction have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteecomplied with.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (Kronos Worldwide Inc)
Releases. (a) The Guaranteeing A Guarantee as to any Subsidiary will Guarantor shall be automatically and unconditionally released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement discharged upon:
(i) in any sale, exchange, disposition or transfer (including through consolidation, amalgamation, merger or otherwise) of (x) the event Capital Stock of any sale such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or other disposition of (y) all or substantially all of the assets of the Guaranteeing such Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, Guarantor; (ii) other than with respect to each Subsidiary Guarantor that is a sale party to this Indenture on the date of this Indenture, the release, discharge or other disposition of all termination of the Capital Stock guarantee by such Subsidiary Guarantor that resulted in the obligation of such Subsidiary Guarantor to Guarantee the Guaranteeing SubsidiaryNotes, in each caseexcept a release, to discharge or termination by or as a Person that is not (either before or after giving effect to result of payment under such transactions) a Subsidiary of the Issuer, guarantee; (iii) upon Legal Defeasance or Covenant Defeasance the permitted designation of the Notes pursuant to Article Eight of the Indenture or any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) if the Guaranteeing consolidation, amalgamation or merger of any Subsidiary is released from its guarantees under all Credit Facilities of the Guarantor with and into an Issuer or another Guarantor (including as a result that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Credit Facilities ceasing Subsidiary Guarantor following the transfer of all of its assets to an Issuer or another Guarantor; or (v) pursuant to Article VIII, the Issuers exercising their legal defeasance option or covenant defeasance option or the Issuers’ obligations under this Indenture being discharged; and
(b) if evidence of such release and discharge is requested to be outstanding). Upon delivery executed by the Trustee, the Irish Issuer delivering, or causing to be delivered, to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to such transaction, the release of the Guarantee and the execution of such Guaranteeing Subsidiary evidence by the Trustee have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guaranteecomplied with.
(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.
Appears in 1 contract
Sources: Indenture (AerCap Holdings N.V.)
Releases. (a) The Guaranteeing Subsidiary will Guarantee of a Guarantor shall be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement released:
(i) in the event of connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary that Guarantor (including by way of merger, consolidation merger or otherwiseconsolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Issuer, Company;
(ii) a in connection with any sale or other disposition of all of the Capital Stock Equity Interests of the Guaranteeing Subsidiary, in each case, that Guarantor to a Person that is not (either before or after giving effect to such transactionstransaction) the Company or a Subsidiary of the Issuer, Company;
(iii) in connection with any merger or consolidation of that Guarantor with and into the Company or any other Guarantor that is the surviving Person in such merger or consolidation, upon Legal Defeasance the liquidation of such Guarantor following the transfer of all of its assets to the Company or Covenant Defeasance another Guarantor or upon the sale of all or substantially all the assets of such Guarantor to the Company or another Guarantor; provided that after giving effect to the release of the Notes pursuant to Article Eight Guarantee of such Guarantor under this clause (iii) (and all other substantially concurrent releases of guarantees made by such Guarantor), such Guarantor does not guarantee the Credit Agreement, any of the Indenture Existing Notes or any series of Capital Markets Debt issued by the Company or a Guarantor with an aggregate outstanding principal amount in excess of $150,000,000;
(iv) if at the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities election of the Issuer Company, upon, after or another substantially concurrently with the release or discharge of the guarantee by such Guarantor (including under the Credit Agreement, the Existing Notes or, as applicable, the guarantee by such Guarantor in respect of the Capital Markets Debt that resulted in the obligation of such Guarantor to guarantee the Notes, except in each case a release or discharge by or as a result of payment in connection with the enforcement of remedies under such guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such guarantee is reinstated, such Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to this Indenture); provided that after giving effect to the release of the Guarantee of such Guarantor under this clause (iv) (and all other substantially concurrent releases of guarantees made by such Guarantor), such Guarantor does not guarantee the Credit Facilities ceasing to be outstanding). Upon delivery Agreement, any of the Existing Notes or any series of Capital Markets Debt issued by the Issuer Company or a Guarantor with an aggregate outstanding principal amount in excess of $150,000,000;
(v) in the case of any Subsidiary of the Company that becomes a Guarantor at the Company’s election pursuant to clause (2) under Section 4.10(a), upon written notice to the Trustee of the Company’s election to release such Guarantor (unless otherwise provided in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Subsidiary becomes a Guarantor; or
(vi) upon satisfaction and discharge of this Indenture in accordance with Article 3 hereof; and
(b) upon the Company delivering to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary transaction have been satisfiedcomplied with. Upon request, the Trustee shall execute any documents reasonably required in order to evidence an instrument evidencing the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) such Guarantor. Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 13.05 shall remain liable for the full amount of principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of and interest and premium, if any, on the Notes, the full amount of consideration due upon Conversion of the Notes and for the other obligations of any Guarantor under the this Indenture as provided in and subject to any limitations contained in this Article 10 of the Indenture13.
(c) Nothing contained in Upon delivery to the Indenture or Trustee of an Officer’s Certificate and Opinion of Counsel to the effect that the applicable requirement set forth in any of clauses (i) through (vi) of Section 13.05(a) has been complied with, the Notes Trustee, at the Company’s expense, shall prevent execute any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance documents reasonably requested by the Company to evidence the release of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantorapplicable Guarantee.
Appears in 1 contract
Sources: Indenture (Pitney Bowes Inc /De/)
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to a Person that is not (either before , or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the IssuerCompany, then such Guarantor (iii) upon Legal Defeasance in the event of a sale or Covenant Defeasance other disposition, by way of merger, consolidation or otherwise, of the Notes pursuant to Article Eight Capital Stock of such Guarantor following which the applicable Guarantor is no longer a Restricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result assets of such Credit Facilities ceasing to Guarantor) will be outstanding)released and relieved of any obligations under its Note Guarantee; provided that such sale or other disposition does not violate Section 3.09 hereof or Section 4.10 hereof. Upon delivery by the Issuer Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedsale or other disposition does not violate Section 3.09 hereof or Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Note Guarantee.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. Upon request, the Trustee shall execute an instrument evidencing the release of such Guarantor. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.X.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary will A Guarantor shall be automatically released and relived relieved of its Obligations under the Note Guarantee without the consent of any obligations under its Subsidiary Guarantee, Holder of the Indenture, the Notes and the Registration Rights Agreement Notes:
(i) in upon (A) the event release of any sale or other disposition of all or substantially all such Guarantor’s Guarantee of the assets Series A Notes (including, without limitation, pursuant to the Series A Notes Indenture or the Intercreditor Agreements or as a result of or pursuant to any amendment of the Guaranteeing Subsidiary Series A Notes Indenture or Intercreditor Agreements), other than as a result of payment under such Guarantee of the Series A Notes following an “Event of Default” under (including by way and as defined in) the Series A Notes Indenture, or (B) payment in full of merger, consolidation or otherwisethe Series A Notes;
(ii) to upon the Notes receiving an Investment Grade Rating from each Rating Agency on a Person that is not (either before or pro forma basis after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, release; or
(iii) upon Legal Defeasance legal defeasance, covenant defeasance or Covenant Defeasance of the Notes pursuant to Article Eight satisfaction and discharge of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees as provided under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Issuer to the Trustee of an Officers’ Certificate Sections 11.1 and an Opinion of Counsel to the effect that the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee11.2 hereof.
(b) Any Guarantor not released from its obligations Obligations under its Subsidiary Note Guarantee as provided in this Section 9.4 shall remain liable for the full amount of principal of , premium, if any, interest, and interest Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture9.
(c) Nothing contained in To the Indenture or in extent that the Obligations of any Guarantor under its Guarantee of the Notes shall prevent any consolidation or merger First Lien Obligations are subordinated, then the Note Guarantee of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance subordinated to the same extent, as required by the Intercreditor Agreements and subject to the subordination of the property obligations of a any Guarantor as an entirety or substantially as an entirety under its Guarantee of the Series A Notes to an Issuer or another Guarantorthe same extent.
Appears in 1 contract
Releases. (a) The Guaranteeing Subsidiary will be released and relived of any obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (i) in In the event of any sale or other disposition Disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including any Guarantor, by way of merger, consolidation or otherwise) to , or a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Issuer, (ii) a sale or other disposition Disposition of all of the Capital Stock of the Guaranteeing Subsidiaryany Guarantor, in each case, case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a Disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a Disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such Disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(c) Upon Legal Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.
(d) Upon the release of any Guarantor from its guarantee of, and all pledges and security interests granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary of the Company, which result in the obligation of such Guarantor to guarantee the Notes, then such Guarantor will be released and relieved of any obligations under its Note Guarantee.
(e) If any Guarantor ceases to be a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including Company as a result of any foreclosure of any pledge or security interest securing First Priority Lien Obligations, such Credit Facilities ceasing Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that the proceeds of such foreclosure have been applied in accordance with the provisions of this Indenture, the Security Documents and the Intercreditor Agreement.
(f) Upon the release of any Guarantor from its Note Guarantee with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX hereof, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. At the Company's request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to be outstandingclauses (a). Upon delivery by , (b), (c), (d), (e) and (f) of this Section 10.05; provided that, for any release of a Guarantor from its obligations under its Note Guarantee pursuant clause (a), the Issuer Company shall deliver to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such Disposition was made by the Company in accordance with the provisions of the Indenture and this Supplemental Indenture with respect to the release of such Guaranteeing Subsidiary have been satisfiedIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.
(b) including without limitation Section 4.10 hereof. Any Guarantor not released from its obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under the this Indenture as provided in this Article 10 of the Indenture.
(c) Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.X.
Appears in 1 contract