Discharge of Guaranty. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (other than Parent), by way of merger, consolidation or otherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than Parent), in each case to a Person that is not (either before or after giving effect to such transactions) Parent or a Restricted Subsidiary of Parent or the merger or consolidation of a Guarantor with or into the Borrower or another Guarantor, in each case, in a transaction permitted under this Agreement, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the 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 assets of such Guarantor) will be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations.
(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Agreement, such Guarantor will be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations. In addition, upon the request of the Borrower, the guarantee of any Guarantor that is or becomes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom and (ii) the Borrower shall have delivered an Officer’s Certificate certifying that such Subsidiary is an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary, as applicable; provided, further that a Subsidiary that is considered not to be an Immaterial Subsidiary solely pursuant to clause (1) of the proviso of the definition thereof shall, solely for purposes of this clause (b), be considered an Immaterial Subsidiary so long as any applicable guarantee, pledge or other obligation of such Subsidiary with respect to any Junior Secured Debt shall be irrevocably released and discharged substantially simultaneously with the release of such guarantee hereunder.
(c) The Administrative Agent shall use commercially reasonable efforts to execute and deliver, at the Borrower’s expense, such documents as the Borrower or any such Guarantor may reasonably request to evidence the release of the guaranty of such Guarantor provided herein.
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Discharge of Guaranty. This Guaranty shall not be discharged and the Guarantor shall not be released from liability until all Obligations have been satisfied in full and the satisfaction of the Obligations is not subject to challenge or contest. If all or any portion of the Obligations are satisfied and Investors are required for any reason to pay to any person the sums used to satisfy the Obligations, the Obligations shall remain in effect and enforceable to the extent thereof.
Discharge of Guaranty. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of or such Guarantor ceases to be a Subsidiary, in each case in accordance with the terms hereof or as otherwise consented to by the Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05), the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder and all security interests (if any) granted in the Collateral by such Guarantor to secure such Guaranty shall automatically be discharged and released without any further action by any Guaranteed Party or any other Person effective as of the time of such transaction or consent. Upon request of the Borrower, the Administrative Agent and the Collateral Agent shall take, and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to take, such actions as shall be reasonably requested to evidence the termination and release of such Guaranty and the security interests in the Collateral.
Discharge of Guaranty. Upon a material breach by the Service of any of its obligations under this Agreement, the guaranty under this paragraph A.3.d. shall be null and void as to amounts not yet collected, and no amounts may be collected that would otherwise have been due under the guaranty prior to such material breach. For purposes of this subparagraph, only the following actions will be considered to be a material breach by the Service:
a. the filing of suit to collect sanctions under section VI. from any corporate or individual CTCC member without engaging in substantive discussion with the CTCC of the parties' respective positions as required by paragraph H.3.a.iii of section VI;
b. the issuance of a Regulation, Revenue Ruling or other pronouncement of general applicability providing that fixed donations to a religious organization other than a church of Scientology are fully deductible unless the Service has issued previously or issues contemporaneously a similar pronouncement that provides for consistent and uniform principles for determining the deductibility of fixed donations for all churches including the Church of Scientology;
c. the knowing, negligent or willful disclosure of information described in section V. paragraph A.4 of this Agreement in violation of any provision of section 6103, to the extent such disclosure is not the result of a good faith but erroneous interpretation of section 6103; or
d. the knowing, negligent or willful failure to disseminate the Church Fact Sheet as required by paragraph 5 of the Settlement Agreement attached hereto as Exhibit IV-5; or
e. examining, assessing or seeking to collect any tax liability of any Scientology-related entity for any taxable year ending before January 1, 1993, unless the Service terminates such action and refunds or credits any amounts collected within 90 days of notice from the CTCC, or unless section IX, paragraph H. applies.
Discharge of Guaranty. 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 or any Guarantor has been designated as an Unrestricted Subsidiary pursuant to Section 5.15, 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 sale or disposition.
Discharge of Guaranty. Upon Sale of Guarantor. 95 SECTION 8. EVENTS OF DEFAULT. 95 8.1. Events of Default 95 SECTION 9. AGENTS. 97
Discharge of Guaranty. (a) If all of the stock of a Guarantor or any of its successors in interest under this Subsidiary Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in any sale or other disposition to a Person (other than a Subsidiary or an Affiliate of LS&Co.) not prohibited by the Credit Agreement or otherwise consented to by Majority Lenders, the obligations 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 sale; provided that, if the sale of such stock constitutes a disposition of assets as a condition precedent to such discharge and release, the Guarantied Party shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery in cash to the Guarantied Party of the Net Proceeds (if any) as required by the Credit Agreement.
(b) In the event that the obligations of any Guarantor hereunder are released and discharged by the Agent under the Credit Agreement for any reason, such release and discharge shall be effective to release and discharge the obligations of such Guarantor hereunder with respect to all Obligations (including all obligations of LS&Co., LSIFCS and each Material Domestic Subsidiary of LS&Co. under the Selected Revolving Lender Hedge Agreements and any and all obligations of LS&Co. and each of its Subsidiaries incurred in connection with the Selected Revolving Lender Cash Management Services).
Discharge of Guaranty. (a) If all or substantially all of the Capital Stock of any Guarantor Subsidiary 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 Subsidiary or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such Asset Sale. The Agents shall take all actions they deem appropriate in order to effect such discharge and release.
(b) If Company elects to cause one of its Subsidiaries to become a Guarantor pursuant to Section 5.10(c), then, so long as such Subsidiary is not otherwise required by this Agreement to be a Guarantor, the Guaranty of such Guarantor Subsidiary shall be discharged and released at the option of Company upon notice to Administrative Agent; provided that (i) any Investments in such Subsidiary made in reliance on Section 6.7(d)(i), (ii), or (iii) shall be returned in the amount and form of Investment made or shall be permitted as an Investment at the time of such release pursuant to another clause of Section 6.7 and (ii) any Subsidiary that became a Guarantor Subsidiary in order to be excluded from the limitation set forth in the proviso of Section 6.9(h) may not be released pursuant to this Section 7.12(b).
Discharge of Guaranty. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (other than Parent), by way of merger, consolidation or otherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than Parent), in each case to a
Discharge of Guaranty. (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Borrower or a Guarantor or the merger or consolidation of a Guarantor with or into the Borrower or another Guarantor, in each case, in a transaction permitted under this Agreement, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the 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 assets of such Guarantor) will be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations.
(b) Upon the request of the Borrower, the guarantee of any Guarantor that is an Immaterial Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom and (ii) the Borrower shall have delivered a certificate of a Responsible Officer certifying that such Subsidiary is an Immaterial Subsidiary; provided further that a Subsidiary that is considered not to be an Immaterial Subsidiary solely pursuant to clause (i)(1) of the second proviso of the definition thereof shall, #4835-7899-9450v13 #4834-7509-9972
