Discharge of Guarantees Sample Clauses

Discharge of Guarantees. If, in compliance with the terms and provisions of the Loan Documents, (x) all of the Equity Interests of any Guarantor that is a Subsidiary of the Parent or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) to any Person (other than to the Parent or to any other Subsidiary of the Parent), the Guarantee of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any beneficiary or any other Person effective as of the time of such asset sale or (y) a Guarantor becomes an Excluded Subsidiary (other than as a result of a Guarantor becoming a non-Wholly Owned Subsidiary), the Borrower may request the release of the Guarantee of such Guarantor, whereupon the Guarantee of such Guarantor shall be discharged and released.
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Discharge of Guarantees. The parties shall do everything in their power to ensure that the Seller and the Company are discharged from all forms of security, guarantees, including (joint and several) guarantees which the Seller and the Company have issued vis-a-vis each other and the affiliated companies vis-a-vis third parties. In the event the aforementioned discharge of the Seller and/or the Company is not granted for whatever reason, the parties indemnify each other reciprocally for all claims pursuant to the aforementioned security/securities.
Discharge of Guarantees. If Parent elects to assume the Existing Indebtedness, Parent shall arrange for and deliver at Closing written releases from the respective creditors of any and all guarantees thereof by Nations, Xxxxxxxxx or any other Stockholder.
Discharge of Guarantees. 5.1. At, or with the Vendor's consent following, Completion the Purchaser undertakes to the Vendor to use its best endeavours to obtain the release of the Vendor and its Affiliates from the Intra-Group Guarantees (obtaining comparable guarantees from the Purchaser if required) and, pending such release, to indemnify and keep indemnified the Vendor and its Affiliates against all amounts paid by it to any third party pursuant to the Intra- Group Guarantees in respect of any liability of any Group Company (and all costs incurred in connection with such liability) whether arising before or after Completion.
Discharge of Guarantees. The Shareholders shall have received written evidence of the discharge of all of their obligations as guarantors of the Company's obligations under the Lease, effective as of the Closing Date (the "Discharge").
Discharge of Guarantees. The Guarantee of any Guarantor will be automatically released and such Guarantor’s obligations under such Guarantee will be automatically released and discharged, and, in each case, be of no future force and effect, and such Guarantor will no longer be deemed to be a Guarantor under the Indenture, upon the occurrence of any of the following events: (A) the Company’s obligations under this Indenture are discharged in accordance with the terms and conditions of this Indenture; (B) the consolidation, merger, amalgamation or combination of such Guarantor into the Company or another Guarantor (with such other Guarantor as the surviving entity); (C) the liquidation or dissolution of such Guarantor; (D) such Guarantor no longer guarantees any Covered Debt Securities, other than as a result of payment on such Guarantees in connection with an enforcement action or (E) no Covered Debt Securities are outstanding. Holders may exercise their remedies against the Guarantors without first having to proceed directly against the Company consistent with the terms of this Indenture. Upon delivery of a Company Order, the Trustee will acknowledge the release of any Guarantor from its Guaranteed Obligations under its Guarantee, provided that an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel have been provided to the Trustee relating to such release. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] Dated as of August 12, 2022 POST HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Chief Administrative Officer, Secretary GUARANTORS: BRIGHT FUTURE FOODS, LLC IMPACT REAL PROPERTIES, LLC PHI CANADA HOLDING CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Secretary of each above-listed Guarantor [INDENTURE] ANIMATED BRANDS, LLC ANIMATED BRANDS HOLDING, LLC BE PARTNER LLC BEF FOODS, INC. BEF MANAGEMENT, INC. BEF RESTAURANT SERVICES LLC XXX XXXXX EXPRESS, LLC XXX XXXXX FARMS, INC. XXX XXXXX FARMS, LLC XXX XXXXX HOLDING, INC. XXX XXXXX TRANSPORTATION COMPANY, LLC CASA TRUCKING, INC. COMET PROCESSING, INC. CRYSTAL FARMS DAIRY COMPANY XXXXXXXXXX FOODS, INC. KETTLE CREATIONS, LLC MCAFE HOLDING, LLC MFI HOLDING CORPORATION MFI INTERNATIONAL, INC. X.X. XXXXXXXX COMPANY XXXXXXX FOODS, INC. XXXXXXX FOODS GROUP, INC. XXXXXXX FOODS OF DELAWARE, INC. XXXXXXX FOODS SOUTHWEST CO. MOM BRANDS COMPANY, LLC MOM BRANDS SALES, LLC NATIONAL PASTEURIZED EGGS, INC. NATIONAL PASTEU...

Related to Discharge of Guarantees

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

  • Release of Guarantees A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • No Discharge or Diminishment of Guarantee The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

  • Discharge of Indenture When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

  • Discharge of Liens The Owner Trustee will promptly take, at its own expense, action necessary to discharge a Lien (other than the Lien of the Indenture) on the Trust Property resulting from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Trust Property.

  • Releases of Guarantees (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • No Discharge or Diminishment of Guaranty The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Security Agent, the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

  • Discharge of Liability on Notes When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Notes.

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