Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers. (b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (1) all their obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 4 contracts
Samples: Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC), Indenture (Boise Inc.)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.8) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing or sending of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.8), and if in either case the Issuers pay Company pays all other sums then payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Article 4 (with the exception of Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.1 and 4.12 4.3) and Article 5 and the operation of Sections 6.01(46.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(76.1(g), 6.01(86.1(h), 6.1(i) and 6.01(96.1(j) (but, in the case of Sections 6.01(76.1(g) and (8)6.1(h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) Subsidiaries and the limitations contained in Section 5.01(a)(3Subsidiary Guarantors) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(76.1(g), 6.01(86.1(h), 6.1(i) or 6.01(9and 6.1(j) (but, in the case of Sections 6.01(76.1(g) and (8)6.1(h), with respect only to Significant Subsidiaries and the Subsidiary Guarantors and Significant SubsidiariesGuarantors) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3)Article 5. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s rights and obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.8, 2.082.9, 7.07 2.10, 2.11, 2.12, 7.7, 7.8 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s rights and obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether payable at maturity or on a redemption date will be due and payable within 60 days as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, andin each case, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as to the satisfaction of all conditions to such satisfaction and discharge of this Indenture and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.10 through 4.22 and the operation of Sections Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (iii) of the first paragraph of each Section 5.01(a)(3) 5.01 and Section 5.03 (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with clause (iii) of the first paragraph of each Section 5.01(a)(3)5.01 and Section 5.03. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to under its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses paragraphs (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 7.07, 7.08, 8.05, 8.06 and 7.08 and in this Article 8 the Appendix shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 8.05 and 8.05 8.06 shall survive.
Appears in 3 contracts
Samples: Indenture (Terex Corp), Indenture (Amida Industries Inc), Indenture (Terex Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.8) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.8), and if in either case the Issuers pay Company pays all other sums then payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Article 4 (with the exception of Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.1 and 4.12 4.3) and Article 5 and the operation of Sections 6.01(46.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(76.1(g), 6.01(86.1(h), 6.1(i) and 6.01(96.1(j) (but, in the case of Sections 6.01(76.1(g) and (8)6.1(h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) Subsidiaries and the limitations contained in Section 5.01(a)(3Subsidiary Guarantors) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(76.1(g), 6.01(86.1(h), 6.1(i) or 6.01(9and 6.1(j) (but, in the case of Sections 6.01(76.1(g) and (8)6.1(h), with respect only to Significant Subsidiaries and the Subsidiary Guarantors and Significant SubsidiariesGuarantors) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3)Article 5. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s rights and obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.8, 2.082.9, 7.07 2.10, 2.11, 2.12, 7.7, 7.8 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s rights and obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, or (3) all outstanding Notes will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clause clauses (2)a)(2) and (a)(3) of this Section 8.01, the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either any case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), be satisfied and discharged and cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their obligations its and the Guarantors' Obligations under the Notes and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2) their obligations its and the Guarantors' Obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(96.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section Sections 5.01(a)(3) and (“covenant defeasance option”a)(4) ("COVENANT DEFEASANCE OPTION"). The Issuers Company may exercise their its legal defeasance option notwithstanding their not withstanding its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(9and 6.01(10) (but, 77 in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section Sections 5.01(a)(3) and (a)(4). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note GuaranteeGuaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations Obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) aboveof this Section 8.01, the Issuers’ obligations with respect to the Notes Company's Obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Merisant Foreign Holdings I Inc), Indenture (Tabletop Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (1) all their obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ ' obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ ' obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.8) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing or sending of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.8), and if in either case the Issuers pay Company pays all other sums then payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Article 4 (with the exception of Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.1 and 4.12 4.3) and Article 5 and the operation of Sections 6.01(46.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(76.1(g), 6.01(86.1(h), 6.1(i) and 6.01(96.1(j) (but, in the case of Sections 6.01(76.1(g) and (8)6.1(h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) Subsidiaries and the limitations contained in Section 5.01(a)(3Subsidiary Guarantors) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(76.1(g), 6.01(86.1(h), 6.1(i) or 6.01(9and 6.1(j) (but, in the case of Sections 6.01(76.1(g) and (8)6.1(h), with respect only to Significant Subsidiaries and the Subsidiary Guarantors and Significant SubsidiariesGuarantors) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3)Article 5. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s rights and obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.8, 2.082.9, 7.07 2.10, 2.11, 2.12, 7.7, 7.8 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s rights and obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 2 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Section 9.01(c), when (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.072.09) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and, in and the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesredemption, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.08), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c9.01(c) and 8.029.02, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or and (2ii) their its obligations under Section 5.03, Section 5.04, Sections 4.025.06 through and including Section 5.11, 4.03Section 6.01, 4.04Section 6.02, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 Sections 6.04 through and including Section 6.15 and the operation of Sections 6.01(4part (d), 6.01(5) (solely with respect to Section 4.02e), 6.01(6(f), 6.01(7(j), 6.01(8(k) and 6.01(9or (m) of Section 7.01 (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their the covenant defeasance option. If In the Issuers exercise their event that the Issuer terminates all of its obligations under the Notes and this Indenture by exercising the legal defeasance option, payment the obligations under the Security Documents shall each be terminated simultaneously with the termination of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guaranteesuch obligations.
01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (athe provisions of Sections 9.01(a) and (b) above9.01(b), the Issuers’ obligations with respect to of the Notes Issuer in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 2.09, 8.07, 8.08 and in this Article 8 9 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations of the Issuer in Sections 7.078.07, 8.04 9.04 and 8.05 9.05 shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation and the Company has paid all sums payable by it hereunder, or (2ii) (A) all outstanding Notes have become due and payable, whether at maturity mature within one year or on a redemption date as a result all of the mailing of a outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption pursuant to Article 3 hereofredemption, and, in (B) the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuers pay Company is a party or by which it is bound, and (E) the Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13 and 4.12 4.14 and the operation of Sections 6.01(46.01(e), 6.01(5) (solely with respect to Section 4.026.01(f), 6.01(66.01(g), 6.01(7), 6.01(86.01(h) and 6.01(96.01(i) (but, in the case of Sections 6.01(76.01(g) and (8)6.01(h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (e) of Section 5.01(a)(3) 5.01 (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(d) (solely with respect to Section 4.02the sections of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(e), 6.01(76.01(f), 6.01(86.01(g), 6.01(h) or 6.01(96.01(i) (but, with respect only to Significant Subsidiaries in the case of Sections 6.01(76.01(g) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(h)) or because of the failure of BZ Holdings or an Issuer the Company to comply with the limitations contained in clause (d) of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survivesurvive such satisfaction or discharge.
Appears in 2 contracts
Samples: Indenture (Tempur Sealy International, Inc.), Indenture (Tempur Sealy International, Inc.)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity Stated Maturity or upon redemption all outstanding Notes, including interest accrued and unpaid thereon to maturity Stated Maturity or such redemption date Redemption Date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.01 (c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cSection 8.01 (c) and Section 8.02, the Issuers Company at any time may terminate terminate:
(1i) all their its obligations under the Notes and this Indenture and the Guarantee Obligations of the Note Guarantors under the Note Guarantees, the Notes and the Indenture (“"legal defeasance option”") subject to the following which shall survive until otherwise terminated or discharged hereunder:
(2A) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation rights of Sections 6.01(4), 6.01(5) (solely with Holders of outstanding Notes to receive payments in respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the principal of, premium, if any, and interest on such Notes may not be accelerated because of an Event of Default with respect thereto. If when payments are due from the Issuers exercise their covenant defeasance option, payment of trust referred to below;
(B) the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its Company's obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the such Notes in Sections under Section 2.03, Section 2.04, 2.05, Section 2.06, Section 2.07, 2.08Section 2.09, 7.07 Section 4.02, Section 4.03 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.Section 4.04 hereof;
Appears in 2 contracts
Samples: Indenture (Paragon Trade Brands Inc), Indenture (Paragon Trade Brands Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Outstanding Notes, including interest thereon to maturity or such redemption date thereon, if any (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) ), 8.02 and 8.028.06, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 5.01(iii) and 4.12 Article X and the operation of Sections 6.01(4Section 6.01(3)(ii) or (iii), 6.01(5) (solely with respect to Section 4.026.01(4), 6.01(6), 6.01(7) (with respect to Significant Subsidiaries only), 6.01(8) (with respect to Significant Subsidiaries only) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(3)(ii) or (iii), 6.01(5) (solely with respect to Section 4.026.01(4), 6.01(6), 6.01(7) (with respect to Significant Subsidiaries only), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7with respect to Significant Subsidiaries only) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(9) or because of the failure of BZ Holdings or an Issuer the Company to comply with clause (iii) of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option 5.01 or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Article X. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Rev Holdings LLC), Indenture (Rev Holdings LLC)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.07 of this Indenture) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofThree of this Indenture, andor will become due and payable within one year, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.07 of this Indenture), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to paragraph (c) of this Section 8.01(c)8.01, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cparagraph (c) of this Section 8.01 and Section 8.02, the Issuers Company at any time may terminate (1) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12 and 4.12 4.13 and the operation of Sections 6.01(4), 6.01(5clauses (3) (solely but only with respect to Section 4.024.10), 6.01(6(4), 6.01(7(5), 6.01(8(6), (7), (8) and (9) and 6.01(9of Section 6.01(a) of this Indenture (but, in the case of Sections 6.01(7clauses (7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(35.01(a)(4) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5clauses (3) (solely but only with respect to Section 4.024.10), 6.01(6(4), 6.01(7(5), 6.01(8(6), (7), (8) and (9) or 6.01(9of Section 6.01(a) of this Indenture (but, in the case of Sections 6.01(7clauses (7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.01(a)(4). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Note GuaranteeSubsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 7.08 and 7.08 7.09 and in this Article 8 Eight shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.077.08, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Leasehold Resource Group LLC), Indenture (SHG Holding Solutions Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofIII hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 91 days under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in the each case of this clause (2ii), the Issuers Issuer irrevocably deposit deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.7), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel from the Issuer that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.024.2, 4.034.3, 4.044.4, 4.054.5, 4.064.6, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11 4.11, 4.12, 4.14, 4.18 and 4.12 4.19 and the operation of Sections 6.01(46.1(6), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.6.1
Appears in 2 contracts
Samples: Indenture (Spectrasite Holdings Inc), Indenture (Spectrasite Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations on which payment of principal, premium, if applicable, and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel that the conditions precedent to satisfaction and discharge have been satisfied (provided that the Opinion of Counsel will not be required to cover compliance with any financial tests or financial covenants) and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14 and 4.12 5.01 and the operation of Sections 6.01(3), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant SubsidiariesRestricted Subsidiaries of the Company), 6.01(7) (with respect only to Restricted Subsidiaries of the Company) and the limitations contained in Section 5.01(a)(36.01(8) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Section 4.02), 6.01(6Restricted Subsidiaries of the Company only), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note GuaranteeRestricted Subsidiaries of the Company only) or 6.01(8). Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Magellan Health Services Inc), Indenture (Magellan Health Services Inc)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Section 8.01(c), when (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.072.08) have been canceled or delivered to the Trustee for cancellation cancelation or (2ii) all outstanding Notes not previously delivered for cancelation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), and the Issuers irrevocably deposit with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesof, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07)2.08) and Additional Interest, if any, and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (1i) all of their obligations under the Notes and this Indenture (“"legal defeasance option”") or and (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.11, 4.104.12, 4.11 and 4.12 4.13, 4.14 or 4.15 and the operation of Sections 6.01(4Section 5.01(a)(iii), 6.01(56.01(d), 6.01(e), 6.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries of the Company only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries of the Company only) and 6.01(96.01(i) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Notes and this Indenture by exercising their legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(d), 6.01(56.01(e), 6.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries of the Company only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries of the Company only) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(i) or because of the failure of BZ Holdings the Company or an Issuer SCI LLC to comply with Section 5.01(a)(35.01(a)(iii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (athe provisions of Sections 8.01(a) and (b) above8.01(b), the Issuers’ ' obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ ' obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.07), and Special Interest, if any, and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c10.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c10.01(c) and 8.0210.02, the Issuers Company at any time may terminate (1i) all their obligations of its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Article 4, Sections 4.025.02, 4.035.03, 4.045.04, 4.055.05, 4.065.06, 4.075.07, 4.085.08, 4.095.09, 4.105.10, 4.11 5.11 and 4.12 6.01, and the operation of Sections 6.01(47.01(c), 6.01(5) (solely with respect to Section 4.027.01(d), 6.01(67.01(e), 6.01(7)7.01(f) , 6.01(87.01(g) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(37.01(h) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their notwithstanding its prior exercise of their its covenant defeasance option. In the event that the Company terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option, the obligations under the Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01(c), 6.01(5) (solely with respect to Section 4.027.01(d), 6.01(67.01(e), 6.01(77.01(f), 6.01(87.01(g) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(37.01(h). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 9.07, 9.08 and in this Article 8 10 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.079.07, 8.04 10.05 and 8.05 10.06 shall survive.
Appears in 2 contracts
Samples: Indenture (Broadwing Inc), Indenture (Broadwing Communications Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds money sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as to the satisfaction of all conditions to such satisfaction and discharge of this Indenture and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) ), 8.02 and 8.028.06, the Issuers Company may at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”) defeasance"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.08 through 4.21 and 4.12 4.23 and the operation of Sections Section 6.01(3), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and 6.01(8) and the limitations limitation contained in Section 5.01(a)(35.01(3) (“"covenant defeasance option”defeasance"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Isp Holdings Inc), Indenture (Isp Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Section 9.01(c), when (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.072.09) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and, in and the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesredemption, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.08), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c9.01(c) and 8.029.02, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or and (2ii) their its obligations under Section 5.03, Section 5.04, Sections 4.025.06 through and including Section 5.11, 4.03Section 6.01, 4.04Section 6.02, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 Sections 6.04 through and including Section 6.15 and the operation of Sections 6.01(4part (d), 6.01(5) (solely with respect to Section 4.02e), 6.01(6(f), 6.01(7(j), 6.01(8(k) and 6.01(9or (m) of Section 7.01 (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture by exercising the legal defeasance option, the obligations under the Security Documents shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4part (d), 6.01(5) (solely with respect to Section 4.02e), 6.01(6(f), 6.01(7(j), 6.01(8(k) or 6.01(9(m) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee7.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (athe provisions of Sections 9.01(a) and (b) above9.01(b), the Issuers’ obligations with respect to of the Notes Issuer in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 2.09, 8.07, 8.08 and in this Article 8 9 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations of the Issuer in Sections 7.078.07, 8.04 9.04 and 8.05 9.05 shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Subject to the Trustee Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (2b) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity payable and the Company has irrevocably deposited or on a redemption date as a result of the mailing of a notice of redemption pursuant caused to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit be deposited with the Trustee funds an amount in United States dollars sufficient to pay at maturity or upon redemption all outstanding Notesand discharge the entire indebtedness on such Notes not previously delivered to the Trustee for cancellation, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)for the principal of, premium, if any, and if in either case interest to the Issuers pay date of repayment, (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Issuers, then under this Indenture shall, subject and (iii) the Company has delivered to Section 8.01(c), cease the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to be of further effect. The Trustee shall acknowledge the satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuershave been complied with.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "Legal Defeasance Option"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.11, 4.11 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.12 and the operation of Sections 6.01(4), 6.01(5) Article V (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"Covenant Defeasance Option"). The Issuers Company may exercise their legal defeasance option its Legal Defeasance Option notwithstanding their its prior exercise of their covenant defeasance optionits Covenant Defeasance Option. If the Issuers exercise their legal defeasance optionCompany exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 4.10, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 2 contracts
Samples: Indenture (Phonetel Technologies Inc), Indenture (Phonetel Technologies Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Subject to the Trustee Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (2b) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity payable and the Company has irrevocably deposited or on a redemption date as a result of the mailing of a notice of redemption pursuant caused to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit be deposited with the Trustee funds an amount in United States dollars sufficient to pay at maturity or upon redemption all outstanding Notesand discharge the entire indebtedness on such Notes not previously delivered to the Trustee for cancellation, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)for the principal of, premium, if any, and if in either case interest to the Issuers pay date of repayment, (ii) the Company has paid or caused to be paid all other sums payable hereunder by under this 69 -62- Indenture and (iii) the Issuers, then Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture shall, subject relating to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge the satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuershave been complied with.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "Legal Defeasance Option"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.11, 4.11 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.12 and the operation of Sections 6.01(4), 6.01(5) Article V (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"Covenant Defeasance Option"). The Issuers Company may exercise their legal defeasance option its Legal Defeasance Option notwithstanding their its prior exercise of their covenant defeasance optionits Covenant Defeasance Option. If the Issuers exercise their legal defeasance optionCompany exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 4.10, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 2 contracts
Samples: Indenture (Phonetel Technologies Inc), Indenture (Phonetel Technologies Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, or (3) all outstanding Notes will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clause clauses (2)a)(2) and (a)(3) of this Section 8.01, the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either any case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), be satisfied and discharged and cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company (accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuersCompany).
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their obligations its and any Guarantors' Obligations under the Notes Notes, the Collateral Documents and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2) their obligations its and any Guarantors' Obligations under Sections 4.024.04 through 4.13, 4.034.16, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.17 and 4.12 4.18 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(10) and the limitations contained in Section Sections 5.01(a)(3) and (“covenant defeasance option”a)(4) ("COVENANT DEFEASANCE OPTION"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its legal defeasance option or its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note any Guarantor shall be released from all of its obligations with respect to its Note GuaranteeGuaranty, and all Collateral shall be released. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations Obligations that the Issuers terminateCompany terminates at the cost and expense of the Company.
(c) Notwithstanding clauses (a) and (b) aboveof this Section 8.01, the Issuers’ obligations with respect to the Notes Company's Obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Loral Space & Communications Inc.), Indenture (Loral Orion Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.15, 4.17, 4.18 and 4.12 5.02 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3Sections 5.01(3) and (4) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3)5.01(3) or (4) or Section 5.02. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Note GuaranteeSubsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 2 contracts
Samples: Indenture (Wolverine Tube Inc), Indenture (Wt Holding Company, Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.8) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and Additional Interest, if any, thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.8), and if in either case the Issuers pay Company pays all other sums then payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Article 4 (with the exception of Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.1 and 4.12 4.3) and Article 5 and the operation of Sections 6.01(46.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(7), 6.01(86.1(g) and 6.01(96.1(h) (but, in the case of Sections 6.01(76.1(e) and (8)6.1(f), with respect only to Subsidiary Guarantors and Significant Subsidiaries) Subsidiaries and the limitations contained in Section 5.01(a)(3Subsidiary Guarantors) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.1(c), 6.01(5) (solely with respect to Section 4.026.1(e), 6.01(66.1(f), 6.01(7), 6.01(86.1(g) or 6.01(9and 6.1(h) (but, in the case of Sections 6.01(76.1(e) and (8)6.1(f), with respect only to Significant Subsidiaries and the Subsidiary Guarantors and Significant SubsidiariesGuarantors) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3)Article 5. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s rights and obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.8, 2.082.9, 7.07 2.10, 2.11, 2.12, 7.7, 7.8 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s rights and obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 2 contracts
Samples: Indenture (Verisign Inc/Ca), Indenture (Verisign Inc/Ca)
Discharge of Liability on Notes; Defeasance. (a) When -------------------------------------------
(1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes - replaced pursuant to Section 2.072.06) for cancellation or (2ii) all outstanding out standing -- Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof3, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and liquidated damages, if any, thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.06), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal - ----- defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, ----------------- -- 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.13, 5.01(iii) and 4.12 5.01(iv) and the operation of Sections 6.01(46.01(vi), 6.01(5) (solely with respect to Section 4.026.01(vii), 6.01(6), 6.01(7), 6.01(86.01(viii) and 6.01(96.01(ix) (but, in the case of Sections 6.01(76.01(vii) and (8)6.01(viii), with respect only to Subsidiary Guarantors and Significant Material Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its -------------------------- legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.01(iii), 6.01(5) (solely with respect to Section 4.026.01(iv), 6.01(66.01(vi), 6.01(76.01(vii), 6.01(86.01(viii) or 6.01(9and 6.01(ix) (but, in the case of Sections 6.01(76.01(iii), not with respect to an Event of Default under Sections 5.01(i) or 5.02(ii), and in the case of Sections 6.01(vii) and (8)6.01(viii), with respect only to Subsidiary Guarantors and Significant Material Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall be released from all of its obligations with respect to under its Note GuaranteeSubsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above8.01(b), the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.077.07, 2.087.08, 7.07 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Iron Age Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation and the Issuer has paid all sums payable by it hereunder, or (2ii) (A) all outstanding Notes have become due and payable, whether at maturity mature within one year or on a redemption date as a result all of the mailing of a outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption pursuant to Article 3 hereofredemption, and, in (B) the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds in euros, Euro Government Obligations or a combination thereof sufficient in the opinion of a nationally recognized accounting firm, to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuers pay Issuer is a party or by which it is bound, and (E) the Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuers Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.17, 4.18, 4.19 and 4.12 4.20 and the operation of Sections 6.01(4), 6.01(56.01(e) (solely with respect to Section 4.02the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(f), 6.01(76.01(g), 6.01(86.01(h), 6.01(i) and 6.01(96.01(j) (but, in the case of Sections 6.01(76.01(h) and (8)6.01(i), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (e) of Section 5.01(a)(3) 5.02 (“covenant defeasance option”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.01(c), 6.01(56.01(e) (solely with respect to Section 4.02the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(f), 6.01(76.01(g), 6.01(86.01(h), 6.01(i) or 6.01(96.01(j) (but, with respect only to Significant Subsidiaries in the case of Sections 6.01(76.01(h) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(i)) or because of the failure of BZ Holdings or an Issuer the Company to comply with the limitations contained in clause (e) of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.02. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Samples: Indenture (Energizer Holdings, Inc.)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether payable at maturity or on a redemption date will be due and payable within 60 days as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, andin each case, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as to the satisfaction of all conditions to such satisfaction and discharge of this Indenture and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.10 through 4.22 and the operation of Sections Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (iii) of the first paragraph of each Section 5.01(a)(3) 5.01 and Section 5.03 (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with clause (iii) of the first paragraph of each Section 5.01(a)(3)5.01 and Section 5.03. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to under its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 7.07, 7.08, 8.05, 8.06 and 7.08 and in this Article 8 the Appendix shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 8.05 and 8.05 8.06 shall survive.
Appears in 1 contract
Samples: Indenture (Terex Corp)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.09) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or Government Securities in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest and Special Interest, if any, on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.072.09), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.12 and the operation of Sections 6.01(4), 6.01(5) 5.01 (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers Company may exercise their legal defeasance option Legal Defeasance notwithstanding their its prior exercise of their covenant defeasance optionCovenant Defeasance. If the Issuers exercise their legal defeasance optionCompany exercises Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises Covenant Defeasance, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01 (a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7(vi), 6.01(8(vii) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3viii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Company has terminated. Upon discharge of the Company's obligations as a result of the exercise by the Company of its Covenant Defeasance the obligations of the Guarantors under the Note Guarantees and under this Indenture shall terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 2.09, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.10) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent U.S. Legal Tender and/or Government Securities in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest and Additional Interest, if any, on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.072.09), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their of its and the Guarantors' obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(44.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19(a), 6.01(5) (solely with respect to Section 4.02b), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7c) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiariesd) and the limitations contained in Section 5.01(a)(3) 5.01 (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers Company may exercise their legal defeasance option Legal Defeasance notwithstanding their its prior exercise of their covenant defeasance optionCovenant Defeasance. If the Issuers exercise their legal defeasance optionCompany exercises Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises Covenant Defeasance, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01 (a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6), 6.01(7), 6.01(8(v) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3vi). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 2.10, 2.11, 2.12, 4.01, 4.04, 4.06, 4.14, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Linden Oaks Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation or (2ii) all outstanding Notes not theretofore delivered for cancellation (x) have become due and payable, whether at maturity or on a redemption date Redemption Date as a result of the mailing of a notice of redemption pursuant to Article 3 V hereof, or (y) shall become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clause clauses (2x) and (y), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)Redemption Date, and if in either any case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at its option and at any time may terminate (1i) all their the obligations of the Company and any Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”) or (2ii) their the obligations of the Company and any Guarantors under Sections 4.023.2, 4.033.3, 4.043.4, 4.053.5, 4.063.6, 4.073.7, 4.083.8, 4.093.9, 4.103.10, 4.11 3.11, 3.12, 3.15, 3.16 and 4.12 4.1(a)(iii) of this Indenture and under the Collateral Documents (whereupon the Collateral shall be automatically released) and the operation Company and the Guarantors may omit to comply with and shall have no liability in respect of Sections 6.01(4)any term, 6.01(5condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.1(a)(iii) (solely only with respect to Section 4.024.1(a)(iii)), 6.01(66.1(a)(iv) (only with respect to such covenants), 6.01(76.1(a)(vi), 6.01(86.1(a)(vii) and 6.01(9or (viii) (but, in the case of each of Sections 6.01(76.1(a)(vii) and (8)viii), only with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in ), Section 5.01(a)(36.1(a)(ix) (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(56.1(a)(iii) (solely only with respect to Section 4.024.1(a)(iii)), 6.01(66.1(a)(iv) (only with respect to the covenants subject to such covenant defeasance), 6.01(76.1(a)(vi), 6.01(86.1(a)(vii) or 6.01(9(viii) (but, in the case of each of Sections 6.01(76.1(a)(vii) and (8)viii), only with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(36.1(a)(ix). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the Issuers’ Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.12, 3.1, 6.7, 6.8, 7.1, 7.2, 7.6, 7.7, 8.1(b) (with respect to the Notes in Sections 2.03legal defeasance), 2.048.3, 2.058.4, 2.06, 2.07, 2.08, 7.07 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.076.7, 8.04 7.6, 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the each case of this clause (2ii), the Issuers irrevocably deposit or cause to be deposited with the Trustee funds United States dollars or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding Notesand discharge the entire Indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, including for the principal of, premium, if any, and interest thereon to maturity or such redemption the date of deposit (other than Notes replaced pursuant to Section 2.072.7), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ ' Certificate from the Issuers that all conditions precedent provided for herein relating to satisfaction and an Opinion discharge of Counsel this Indenture have been complied with and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers at any time may terminate (1i) all of their obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 Article 4 and the operation of Sections 6.01(46.1(iii), 6.01(56.1(iv), 6.1(vii), 6.1(viii) and 6.1(ix) (solely but only with respect to Section 4.02a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(86.1(x) and 6.01(95.1(iii) and 5.1(iv) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers may exercise their legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise exercises their covenant defeasance option, payment of the Notes may not be accelerated because due to a failure to comply with Article 5 or the operation of an Event of Default specified in Section 6.01(4Sections 6.1(iii), 6.01(56.1(iv), 6.1(vii), 6.1(viii) and 6.1(ix) (solely but only with respect to Section 4.02a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.1(x) or because of the failure of BZ Holdings or an Issuer the Issuers to comply with Section 5.01(a)(35.1(iii) and 5.1(iv). If the Issuers exercise their legal defeasance option or their its covenant defeasance option, each Note Guarantor shall will be released from all of its obligations with respect to its Note Guaranteeunder Article 11. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ ' obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.7, 2.087.2, 7.07 7.7, 7.8, 8.3, 8.4, 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ ' obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (MSX International Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver all Notes previously authenticated and delivered (other than Notes replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation and the Company has paid all outstanding sums payable by it under the Indenture, or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders of the Notes for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment, to pay the principal of and interest on the Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)redemption, as the case may be, and if in either case the Issuers to pay all other sums payable hereunder by it under this Indenture, and (C) the IssuersCompany delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for in this Article VIII relating to the satisfaction and discharge of the Indenture have been complied with, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections Section 8.01(c) and Section 8.02, the Issuers Company at any time may terminate (1i) all their of the Company' obligations under the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"); or (2ii) their its obligations under Sections Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, 4.08, 4.09, 4.10, 4.11 Section 6.01(vi) and 4.12 and the operation of Sections 6.01(4), 6.01(5Section 6.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01 (iii), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon at the request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that of the Issuers terminateCompany terminated thereby.
(c) Notwithstanding clauses clause (a) and clause (b) above, the Issuers’ Company' obligations with respect to the Notes contained in Sections Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08Section 7.07, 7.07 and Section 7.08 and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations contained in Sections Section 7.07, Section 8.04 and Section 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (CVS Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.02(b) and 8.028.03 of this First Supplemental Indenture, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture (“legal defeasance optiondefeasance”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (2ii) their its obligations under clause (3) of Sections 4.024.02 of this First Supplemental Indenture and Sections 6.05, 4.036.06, 4.046.07, 4.056.08, 4.066.09, 4.076.10, 4.086.11, 4.096.12, 4.106.13, 4.11 6.14, 6.15, 6.16 or 6.17 of this First Supplemental Indenture and 4.12 Section 1006 of the Original Indenture and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), (4) and (5) of Section 3.02 of this First Supplemental Indenture and the operation of Sections 6.01(4clauses (6), 6.01(5(7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6(8) and (9) of Section 3.02 of this First Supplemental Indenture, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “Covenant Defeasance”), 6.01(7)but except as specified above, 6.01(8) and 6.01(9) (but, in the case remainder of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) the Indenture and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”)Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their covenant defeasance its Covenant Defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoto the Notes, and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuers exercise their covenant defeasance Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (4) (as such Section 6.01(4relates to Sections 6.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.11, 6.12, 6.13, 6.14, 6.16 or 6.17 of this First Supplemental Indenture and Section 1006 of the Original Indenture), 6.01(5(5), (6), (7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) 8) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries9) of Section 3.02 of this First Supplemental Indenture or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all clause (3) of its obligations with respect to its Note GuaranteeSections 4.02 of this First Supplemental Indenture. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When With respect to the Notes, when (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07) the Trustee for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofIII hereof or the Notes shall become due and payable at their Stated Maturity within one year, or the Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the each case of this clause (2ii), the Issuers Company or the Guarantor irrevocably deposit deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)date, and if in either case the Issuers pay Company or the Guarantor pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company or the Guarantor accompanied by an Officers’ Certificate from the Company or the Guarantor and an Opinion of Counsel from the Company or the Guarantor, as the case may be, that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuersCompany or the Guarantor.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company or the Guarantor at any time may terminate (1i) all of their obligations under the Notes and this Indenture relating thereto (“legal defeasance option”) or (2ii) their its obligations under Sections 4.024.2, 4.034.3, 4.044.4, 4.054.5, 4.064.7, 4.07, 4.08, 4.09, 4.10, 4.11 5.1 and 4.12 5.3 and the operation of Sections 6.01(46.1(3), 6.01(5) (solely with respect to Section 4.024), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(75) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(36) (“covenant defeasance option”). The Issuers Company and the Guarantor may exercise their the legal defeasance option notwithstanding their a prior exercise of their the covenant defeasance option. If the Issuers exercise their Company or the Guarantor exercises the legal defeasance optionoption with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises the covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.1(3) (solely only with respect to the covenants terminated pursuant to Section 4.028.1(b)(ii) above) or 6.1(4), 6.01(6), 6.01(7), 6.01(86.1(5) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(36.1(6). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (aSections 8.1(a) and (b8.1(b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.9, 2.074.1, 2.084.6, 7.07 7.6, 7.7, 8.4, 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s and the Trustee’s obligations in Sections 7.077.6, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Holdings delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers payable and Holdings irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest interest, premium and Liquidated Damages thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Holdings pays all other sums payable hereunder under this Indenture by the IssuersHoldings, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and ), 8.02, the Issuers and 8.06, Holdings at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, and 4.12 4.16 and the operation of Sections 6.01(45.01(a)(iii), 6.01(55.01(a)(iv), or 6.01(a)(iii) through (a)(v) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Holdings may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Holdings exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Holdings exercises its covenant defeasance option, payment of the Notes may shall not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(a)(iii) through (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiariesa)(v) or because of the Holdings' failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(35.01(a)(iii) and 5.01(a)(iv). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon Holdings' request of the Issuers(and at Holdings' expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateHoldings has terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Holdings' obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and the Trustee's and the Paying Agent's obligations in this Article 8 Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Holdings' obligations in Sections 7.07, 8.04 7.07 and 8.05 and Holdings', the Trustee's and the Paying Agent's obligations in Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Gfsi Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, or will become due and payable within one year, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof (or arrangements satisfactory to the case Trustee are made for the mailing of clause (2), such a notice) and the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture Indenture, the Subsidiary Guarantees, the Intercreditor Agreement and the Security Documents shall, subject to Section 8.01(c), cease to be of further effecteffect and all Liens under the Security Documents will be released. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate of each Issuer and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (1) all their obligations under the Notes Notes, the Subsidiary Guarantees, this Indenture, the Intercreditor Agreement and this Indenture the Security Documents (“legal defeasance option”) or (2) their obligations under the Subsidiary Guarantees and the Security Documents and Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.11, 5.01(a)(3), 5.01(a)(4), 5.01(a)(5), 5.01(b), and the operation of Sections 6.01(3) (except because of the failure of the Issuers to comply with Section 5.01(a)(1) or 5.01(a)(2)), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11) and 6.01(96.01(12) (but, in the case of Sections 6.01(7) and (8)6.01(8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes and the Guarantees may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(3) (except because of the failure of the Issuers to comply with Section 5.01(a)(1) or 5.01(a)(2)), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), ) and 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8)6.01(8), with respect only to Subsidiary Guarantors and Significant Subsidiaries), 6.01(9), 6.01(10), 6.01(11) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3and 6.01(12). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Note GuaranteeGuarantee and all Liens on the Collateral will be released. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest interest, premium and Liquidated Damages thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder under this Indenture by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.12 4.17, and the operation of Sections 6.01(45.01(a)(iii), 6.01(55.01(a)(iv), or 6.01(a)(iii) through (a)(v) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may shall not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(a)(iii) through (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiariesa)(v) or because of the Company's failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(35.01(a)(iii) and 5.01(a)(iv). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and the Trustee's and the Paying Agent's obligations in this Article 8 Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 7.07 and 8.05 and the Company's, the Trustee's and the Paying Agent's obligations in Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Gfsi Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) 2.08 or paid or Notes for which payment money has heretofore been deposited in trust pursuant to this Article 8) for cancellation or (2ii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, hereof or will 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 in the case name and at the expense of clause (2)the Issuer, and the Issuers Issuer or any Guarantor irrevocably deposit deposits or causes to be deposited with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.08), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.12 and 4.12 4.13 and the operation of Sections 6.01(4Section 5.01(a)(iv), 6.01(56.01(e), 6.01(g), 6.01(h) (solely with respect to Section 4.02Subsidiaries of the Issuer only), 6.01(6), 6.01(7), 6.01(86.01(i) (with respect to Subsidiaries of the Issuer only) and 6.01(96.01(j) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option, or if the Issuer exercises its covenant defeasance option, the obligations under the Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(e), 6.01(56.01(g), 6.01(h) (solely with respect to Section 4.02Significant Subsidiaries of the Issuer only), 6.01(6), 6.01(7), 6.01(86.01(i) (with respect to Significant Subsidiaries of the Issuer only) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(j) or because of the failure of BZ Holdings or an the Issuer to comply with clause (iv) of Section 5.01(a)(35.01(a). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (American Seafoods Corp)
Discharge of Liability on Notes; Defeasance. (a) When ------------------------------------------ (1i) the Issuers deliver Company delivers to the Trustee all outstanding Outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) all outstanding Outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Outstanding Notes, including interest thereon to maturity or such redemption date thereon, if any (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) ), 8.02 and 8.028.06, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 5.01(iii) and 4.12 Article X and the operation of Sections 6.01(4Section 6.01(3)(ii) or (iii), 6.01(5) (solely with respect to Section 4.026.01(4), 6.01(6), 6.01(7) (with respect to Significant Subsidiaries only), 6.01(8) (with respect to Significant Subsidiaries only) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(3)(ii) or (iii), 6.01(5) (solely with respect to Section 4.026.01(4), 6.01(6), 6.01(7) (with respect to Significant Subsidiaries only), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7with respect to Significant Subsidiaries only) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(9) or because of the failure of BZ Holdings or an Issuer the Com- pany to comply with clause (iii) of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option 5.01 or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Article X. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Rev Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing delivery of a notice of redemption pursuant to Article 3 hereof, hereof and, in the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds cash in euro or euro-denominated European Government Obligations, or any combination thereof, sufficient to pay at maturity or upon redemption all outstanding Notes, including premium, if any, and interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer pays all other sums payable hereunder under this Indenture by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Upon satisfaction of the above conditions, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1) all their its obligations under the Notes and this Indenture with respect to any Notes (“legal defeasance option”) or (2) their the obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12 and 4.12 4.15 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5) (solely with respect only to the Company’s obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3). If In the Issuers exercise their event that the Issuer exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall will be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer accompanied by an Officers’ Certificate and an Opinion of Counsel complying with Section 11.04, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.07 hereof) for cancellation or (2) all outstanding Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, whether at maturity or on a redemption date as a result payable by reason of the mailing of a notice of redemption or otherwise or (ii) will 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 the notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.07 hereof), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer with respect to the Notes, then this Indenture shall, subject to Section 8.01(c)) hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c) and 8.028.02 hereof, the Issuers Issuer at any time may terminate (1) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.10 and 4.12 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors Significant Subsidiaries and Significant SubsidiariesGuarantors) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an the Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their Issuer exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Guarantor, if any, shall be released from all of its obligations with respect to its Note GuaranteeGuarantee of the Notes. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (BOISE CASCADE Co)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.072.08) have been canceled or delivered to the Trustee for cancellation cancelation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay principal of and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesredemption, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.072.08), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.11, 4.10, 4.11 4.12 and 4.12 4.13 and the operation of Sections 6.01(4Section 5.01(a)(iii), 6.01(56.01(d), 6.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries of the Company only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries of the Company only) and 6.01(96.01(i) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. In the event that the Company terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(d), 6.01(56.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries of the Company only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries of the Company only) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(i) or because of the failure of BZ Holdings or an Issuer the Company to comply with clause Section 5.01(a)(35.01(a)(iii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 8.04, 8.05 and 8.05 8.06 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant Subject to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (28.2(b), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture (“legal defeasance optiondefeasance”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (2ii) their its obligations under clause (3) of Section 4.1(a) and Sections 4.023.2, 4.033.3, 4.043.4, 4.053.5, 4.063.6, 4.073.7, 4.083.8, 4.093.9, 4.103.10, 4.11 and 4.12 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19 and the operation Company may omit to comply with and shall have no liability in respect of Sections 6.01(4any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), 6.01(5(4) and (5) of Section 6.1, and the events specified in clauses (6), (7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6(8) and (9) of Section 6.1 shall no longer constitute an Event of Default (clause (ii) being referred to as the “Covenant Defeasance”), 6.01(7)but except as specified above, 6.01(8) and 6.01(9) (but, in the case remainder of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) the Indenture and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”)Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their covenant defeasance its Covenant Defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoto the Notes, and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuers exercise their covenant defeasance Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (4) or (5) of Section 6.01(46.1 (as such clauses relate to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19), 6.01(5or in clauses (6), (7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) 8) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries9) of Section 6.1 or because of the failure of BZ Holdings or an Issuer the Company to comply with clause (3) of Section 5.01(a)(34.1(a). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(b) The Company may exercise its legal defeasance option or its Covenant Defeasance option only if:
(i) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on the Notes to maturity or redemption, as the case may be;
(ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion (or if nationally recognized independent accounting firms no longer routinely express such opinions, a certificate from the chief financial officer of the Company expressing his or her opinion) that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be;
(iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than Defaults and Events of Default arising out of the incurrence of Indebtedness used to fund such deposit) or, with respect to the Company under clause (7) of Section 6.1, on the 123rd day after such date of deposit;
(iv) such legal defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;
(v) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 123rd day following the deposit and that no Holder of the Notes is an insider of the Company within the meaning of the Bankruptcy Law, after the 123rd day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally;
(vi) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;
(vii) in the case of legal defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and shall be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
(viii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance and shall be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; and
(ix) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, together stating that all conditions precedent to the defeasance and discharge of the Notes and the Indenture as contemplated by this Article VIII have been complied with.
(c) Notwithstanding clauses (athe provisions of Sections 8.2(a) and (b) above), the Issuers’ Company’s obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.077.1, 2.087.2, 7.07 7.7, 7.8, 8.4, 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the IssuersCompany’s and the Subsidiary Guarantors’ obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Cimarex Energy Co)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation and/or conversion or (2ii) all outstanding Notes have become due and payable, whether at maturity Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity Stated Maturity or upon redemption all outstanding Notes, including interest accrued and unpaid thereon to maturity Stated Maturity or such redemption date Redemption Date (other than Notes replaced pursuant to Section 2.072.7), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cSection 8.1 (c) and 8.02Section 8.2, the Issuers Company at any time may terminate terminate:
(1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") subject to the following which shall survive until otherwise terminated or discharged hereunder:
(2A) their the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when payments are due from the trust referred to below;
(B) the Company's obligations with respect to such Notes under Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.9, Section 4.2, Section 4.3 and Section 4.4 hereof;
(C) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Company's obligations in connection therewith,
(D) Article III hereof, and
(E) this Article VIII; or
(ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 Section 4.5 through Section 4.7 and the operation of Sections 6.01(4Section 6.1(5), 6.01(5) (solely with respect to Section 4.026.1(6), 6.01(6), 6.01(7), 6.01(8Section 6.1(7) and 6.01(9Section 6.1(8) (but, in the case of Sections 6.01(7Section 6.1(6) and (8)7), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations or contained in Section 5.01(a)(35.1(a)(ii) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.1(4) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.1(a)(ii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's 44 obligations in Sections 7.07Section 8.4, 8.04 Section 8.5 and 8.05 Section 8.6 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or U.S. Government Obligations in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.07), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "Legal Defeasance Option"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, Article V and the operation provisions of Sections 6.01(4), 6.01(5) Article X (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"Covenant Defeasance Option"). The Issuers Company may exercise their legal defeasance option its Legal Defeasance Option notwithstanding their its prior exercise of their covenant defeasance optionits Covenant Defeasance Option. If the Issuers exercise their legal defeasance optionCompany exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises its Cove- nant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7), 6.01(8(vi) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3vii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04, shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.09) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or Government Securities in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest and Liquidated Damages, if any, on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.072.09), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "Legal Defeasance"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.13, 4.14, 4.15 and 4.12 and the operation of Sections 6.01(4), 6.01(5) 4.16 (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"Covenant Defeasance"). The Issuers Company may exercise their legal defeasance option Legal Defeasance notwithstanding their its prior exercise of their covenant defeasance optionCovenant Defeasance. If the Issuers exercise their legal defeasance optionCompany exercises Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises Covenant Defeasance, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01 (a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7), 6.01(8(vi) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3vii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Company has terminated. Upon discharge of the Company's obligations as a result of the exercise by the Company of its Covenant Defeasance the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees shall terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 2.09, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Kragen Auto Supply Co)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.09) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or Government Securities in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest and Liquidated Damages, if any, on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.072.09), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"), or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.12 and the operation of Sections 6.01(4), 6.01(5) 5.01 (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers Company may exercise their legal defeasance option Legal Defeasance notwithstanding their its prior exercise of their covenant defeasance optionCovenant Defeasance. If the Issuers exercise their legal defeasance optionCompany exercises Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises Covenant Defeasance, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7(vi), 6.01(8(vii) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3viii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Company has terminated. Upon discharge of the Company's obligations as a result of the exercise by the Company of its Covenant Defeasance the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and under this Indenture shall terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 2.09, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Agro Air Associates Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.07 hereof) canceled or for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), payable and the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.07 hereof), and if in either case the Issuers pay RAS pays all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c)Sections 8.01(e) and 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the IssuersRAS.
(b) Subject to Sections 8.01(c) 8.01(e), 8.02 and 8.028.06 hereof, the Issuers at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their all obligations under Sections 4.023.09, 4.034.04(a), 4.04(b) and (c), 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.15, 4.16, 4.17, 4.18, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25 and 4.12 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(75.01(iii) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3i) (“"covenant defeasance option”"). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their its covenant defeasance option. .
(c) If the Issuers exercise their exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise exercises their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iv), 6.01(56.01(a)(vi), 6.01(a)(ix) or 6.01(a)(x) (solely but only with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or 6.01(a)(vii) or 6.01(a)(viii) hereof, or because of the failure of BZ Holdings the Issuers or an Issuer the Subsidiary Guarantors to comply with Section 5.01(a)(3Sections 5.01(iii) or 5.01(iv). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Resort at Summerlin Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest interest, premium and Liquidated Damages thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder under this Indenture by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its and the Guarantors' obligations under the Notes Notes, the Note Guarantees and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.12 4.19 hereof, and the operation of Sections 6.01(45.01(a)(iii), 6.01(55.01(a)(iv), or 6.01(a)(iii) through (a)(v) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may shall not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(a)(iii) through (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8a)(v) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) hereof or because of the Company's failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01(a)(iii) and 5.01(a)(iv) hereof. Upon satisfaction of the conditions set forth herein and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.02, 4.03, 4.04, 4.05, 4.06, 4.14, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and the Trustee's and the Paying Agent's obligations in this Article 8 Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 7.07 and 8.05 and the Company's, the Trustee's and the Paying Agent's obligations in Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Jackson Products Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver all Outstanding Notes (other than Notes replaced pursuant to Section 3.8) have been delivered to the Trustee for cancellation or (ii) all Outstanding Notes have become due and payable, whether at Maturity or otherwise, and the Company irrevocably deposits with the Trustee funds sufficient to pay at Maturity or otherwise all amounts payable with respect to all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.073.8), and if in either case the Issuers pay Company pays all other sums amounts payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c4.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company (accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c4.1(c) and 8.024.2, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Sections 4.0210.1 through 10.7, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(4), 6.01(55.1(2) (solely with respect to Section 4.02Sections 10.1 through 10.7), 6.01(65.1(3), 6.01(7), 6.01(85.1(4) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(35.1(5) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 5.1(2) (solely with respect to Section 4.02Sections 10.1 through 10.7), 6.01(65.1(3), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(75.1(4) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(35.1(5). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) abovethe provisions of Sections 4.1(b), the Issuers’ Company’s obligations with respect to the Notes in Article III, Sections 2.036.8, 2.046.11, 2.054.4, 2.06, 2.07, 2.08, 7.07 4.5 and 7.08 and in this Article 8 4.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.076.8, 8.04 4.4 and 8.05 4.5 shall survive.
Appears in 1 contract
Samples: Indenture (Gruma Sab De Cv)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.09) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or Government Securities in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest and Special Interest, if any, on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.072.09), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"), or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.12 and the operation of Sections 6.01(4), 6.01(5) 5.01 (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers Company may exercise their legal Legal defeasance option notwithstanding their its prior exercise of their covenant defeasance optionCovenant Defeasance. If the Issuers exercise their legal defeasance optionCompany exercises Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises Covenant Defeasance, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01 (a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7(vi), 6.01(8(vii) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3viii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Company has terminated. Upon discharge of the Company's obligations as a result of the exercise by the Company of its Covenant Defeasance the obligations of the Guarantors under the Note Guarantees and under this Indenture shall terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 2.09, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Pool Energy Services Co)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee Paying Agent all outstanding Notes (other than Notes replaced pursuant to Section 2.0713.17 hereof) canceled or for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee Paying Agent funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.0713.17 hereof), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture Agreement shall, subject to Section 8.01(c)Sections 8.1(e) and 8.6 hereof, cease to be of further effect. The Trustee Paying Agent shall acknowledge satisfaction and discharge of this Indenture Agreement on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel reasonably acceptable to the Paying Agent and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) 8.1(e), 8.2 and 8.028.6 hereof, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture Agreement (“"legal defeasance option”") or (2ii) their all obligations under Sections 4.025.1, 4.035.5, 4.045.6, 4.055.7, 4.065.8, 4.075.9, 4.08, 4.09, 4.10, 4.11 5.10 and 4.12 and the operation of Sections 6.01(45.13(a)(iii), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their prior exercise of their its covenant defeasance option. .
(c) If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) 6.2 or 6.3 as well as 6.5 (solely but only with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings the Company or an Issuer the Subsidiaries to comply with Section 5.01(a)(3Sections 5.13(iii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. .
(d) Upon satisfaction of the conditions set forth herein and Section 8.2 and upon request of the IssuersCompany, the Trustee Paying Agent shall acknowledge in writing the discharge of those obligations that the Issuers Company terminate.
(ce) Notwithstanding clauses (aSection 8.1(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in Sections 2.037.6, 2.048.1(d), 2.058.4, 2.06, 2.07, 2.08, 7.07 8.5 and 7.08 8.6 and in this Article 8 XIII hereof shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.077.6, 8.04 8.4 and 8.05 8.5 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Section 8.01(c), when (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofIII, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of, premium, if any, and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesof, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07), ) and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or and (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.10 4.11, 4.104.12, 4.11 4.13, 4.14, 4.15, 4.16, 4.17 (with respect to the Parent and 4.12 the Restricted Subsidiaries only) or 4.18 and the operation of Sections 6.01(4Section 5.01(a), 6.01(55.01(b)(iii), 5.01(c), 6.01(c) (solely with respect to Section 4.02Offers to Purchase only), 6.01(66.01(d), 6.01(76.01(e), 6.01(86.01(f), 6.01(g) (with respect to the Parent and the Restricted Subsidiaries only), 6.01(h) (with respect to the Parent and the Restricted Subsidiaries only), 6.01(i), 6.01(j) and 6.01(96.01(k) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. In the event that the Company terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option, the obligations under the Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(56.01(c) (solely with respect to Section 4.02Offers to Purchase only), 6.01(66.01(d), 6.01(76.01(e), 6.01(86.01(f), 6.01(g) (with respect to the Parent and the Restricted Subsidiaries only), 6.01(h) (with respect to the Parent and the Restricted Subsidiaries only), 6.01(i) 6.01(j) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(k) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.01(a). If the Issuers exercise their legal defeasance option , 5.01(b)(iii) or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01(c). Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (athe provisions of Sections 8.01(a) and (b) above8.01(b), the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 2.09, 7.07, 7.08 and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When When
(1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or or
(2ii) all outstanding Notes have become due and payable, whether at maturity Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity Stated Maturity or upon redemption all outstanding Notes, 62 69 including interest accrued and unpaid thereon to maturity Stated Maturity or such redemption date Redemption Date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate terminate:
(1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") subject to the following which shall survive until otherwise terminated or discharged hereunder:
(2A) their the rights of Holders of outstanding Notes to receive payments in respect of the principal of premium, if any, and interest and Liquidated Damages, if any, on such Notes when payments are due from the trust referred to below,
(B) the Company's obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09, 4.02, 4.03 and 4.04 hereof,
(C) the Company's obligations under the Registration Rights Agreement,
(D) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Company's obligations in connection therewith,
(E) Article III hereof, and
(F) this Article VIII; or
(ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.05 through 4.15 and the operation of Sections 6.01(4), 6.01(5Section 6.01(c) (solely with respect but only as it applies to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(75.01(a)(iii) and (8)iv)), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(e), 6.01(f), 6.01(g) and the limitations 6.01(h) or contained in Section 5.01(a)(35.01(a)(iii) and (iv) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.01(c), 6.01(5) (solely with respect to Section 4.026.01(d), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(i) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.01(a)(iii) and (iv). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Fresh Foods Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, or will become due and payable within one year, in either case, whether at maturity or on a redemption date as a result of the mailing or delivery in accordance with the applicable procedures of DTC of a notice of redemption pursuant to Article 3 hereof, and, in hereof or otherwise and the case of clause (2), the Issuers Company or a Subsidiary Guarantor irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effecteffect with respect to all outstanding Notes. The Trustee shall acknowledge join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.09 and 4.12 4.10 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(96.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, (i) payment of the Notes may not be accelerated because of an Event of Default with respect theretothereto and (ii) the Note Guarantees in effect at such time of exercise shall terminate. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(9and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.02(b) and 8.028.03 of this Second Supplemental Indenture, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture (“legal defeasance optiondefeasance”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (2ii) their its obligations under clause (3) of Section 4.02 of this Second Supplemental Indenture and Sections 4.026.06, 4.036.07, 4.046.08, 4.056.09, 4.066.10, 4.076.11, 4.086.12, 4.096.13, 4.106.14, 4.11 6.15, or 6.16 of this Second Supplemental Indenture and 4.12 Section 1006 of the Original Indenture and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), (4) and (5) of Section 3.02 of this Second Supplemental Indenture and the operation of Sections 6.01(4clauses (6), 6.01(5(7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6(8) and (9) of Section 3.02 of this Second Supplemental Indenture, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance”), 6.01(7)but except as specified above, 6.01(8) and 6.01(9) (but, in the case remainder of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) the Indenture and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”)Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoto the Notes, and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (3) (as such clause relates to Section 6.01(44.02(3)), 6.01(5(4) (solely as such clause relates to Sections 6.06, 6.07, 6.08, 6.09, 6.10, 6.11, 6.12, 6.13, 6.14, or 6.16 of this Second Supplemental Indenture), (5), (6), (7) (but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) 8) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries9) or because of the failure Section 3.02 of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guaranteethis Second Supplemental Indenture. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(cb) Notwithstanding clauses the provisions of Article Four of the Original Indenture and Section 8.02(a) of this Second Supplemental Indenture, following legal defeasance the Company’s obligations in Sections 304, 305, 306, 309, 607, 608, 1001 (a) and (b) above, the Issuers’ obligations with respect to the Notes in extent of the legal defeasance trust), 1002 and 1003 of the Original Indenture and Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 6.03 and 7.08 6.04 and in Article Eight of this Article 8 Second Supplemental Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07607 of the Original Indenture and Sections 8.04, 8.04 8.06 and 8.05 8.07 of this Second Supplemental Indenture shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, or (3) all outstanding Notes will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clause clauses (2)a)(2) and (a)(3) of this Section 8.01, the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either any case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), be satisfied and discharged and cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company (accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuersCompany).
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their obligations its and any Guarantors' Obligations under the Notes Notes, the Collateral Documents and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2) their obligations its and any Guarantors' Obligations under Sections 4.02, 4.034.04 through 4.14, 4.044.17, 4.054.18, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.19 and 4.12 4.20 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(10) and the limitations contained in Section Sections 5.01(a)(3) and (“covenant defeasance option”a)(4) ("COVENANT DEFEASANCE OPTION"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its legal defeasance option or its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note any Guarantor shall be released from all of its obligations with respect to its Note GuaranteeGuaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations Obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) aboveof this Section 8.01, the Issuers’ obligations with respect to the Notes Company's Obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Loral Orion Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, or (3) all outstanding Notes will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clause clauses (2)a)(2) and (a)(3) of this Section 8.01, the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either any case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), be satisfied and discharged and cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their obligations its and any Guarantors' Obligations under the Notes and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2) their obligations its and any Guarantors' Obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12 and 4.12 4.13 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(96.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section Sections 5.01(a)(3) and (“covenant defeasance option”a)(4) ("COVENANT DEFEASANCE OPTION"). The Issuers Company may exercise their its legal defeasance option notwithstanding their not withstanding its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(9and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section Sections 5.01(a)(3) and (a)(4). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note any Guarantor shall be released from all of its obligations with respect to its Note GuaranteeGuaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations Obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) aboveof this Section 8.01, the Issuers’ obligations with respect to the Notes Company's Obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Tabletop Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 5.01(a)(iii) and 4.12 (iv) and the operation of Sections 6.01(4), 6.01(56.01(6), 6.01(7), 6.01(8) and
59 65 6.01 (9) (solely but, in the case of Sections 6.01(7) and (8), with respect only to Section 4.02Significant Subsidiaries) and the limitations contained in Sections 5.01(a)(iii) and (iv) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.01(a)(iii) or (iv). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Note GuaranteeSubsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Section 8.01(c), when (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.072.08) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 III hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of, premium, if any, and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesof, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07), 2.08) and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or and (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.11, 4.12, 4.13 or 4.14 and the operation of Sections 6.01(4Section 5.01(a)(iii), 6.01(56.01(d), 6.01(e), 6.01(f) (solely with respect to Section 4.02Restricted Subsidiaries only), 6.01(66.01(g) (with respect to Restricted Subsidiaries only), 6.01(7), 6.01(8) and 6.01(96.01(h) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. In the event that the Company terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(d), 6.01(56.01(e), 6.01(f) (solely with respect to Section 4.02Restricted Subsidiaries only), 6.01(6), 6.01(7), 6.01(86.01(g) (with respect to Restricted Subsidiaries only) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(h) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.01(a)(iii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (athe provisions of Sections 8.01(a) and (b) above8.01(b), the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 2.09, 7.07, 7.08 and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Reptron Electronics Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver SRI delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation; or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case III of clause (2), the Issuers this Indenture and SRI irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, Notes including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay SRI pays all other sums payable hereunder by the IssuersSRI, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers SRI accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersSRI.
(b) Subject to Sections 8.01(cSection 9.01(c) and 8.02Section 9.02, the Issuers SRI at any time may terminate (1i) all their of Stage's and SRI's obligations under the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"); or (2ii) their Stage's and SRI's obligations under Sections 4.02Article IV, 4.03Section 5.03, 4.04Section 5.04, 4.05Section 5.05, 4.06Section 5.06, 4.07Section 5.07, 4.08Section 5.08, 4.09Section 5.09, 4.10Section 5.10, 4.11 and 4.12 and the operation of Sections 6.01(4Section 5.11, Section 5.12, Section 6.01(iii), 6.01(5Section 6.01(iv), Section 7.01(d), Section 7.01(f), Section 7.01(g) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant SubsidiariesSubsidiaries of Stage other than SRI), Section 7.01(h) (with respect only to Significant Subsidiaries of Stage other than SRI) and the limitations contained in Section 5.01(a)(37.01(i) (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers SRI may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their SRI exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their SRI exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01(d), 6.01(5Section 7.01(f), Section 7.01(g) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant SubsidiariesSubsidiaries of Stage other than SRI), Section 7.01(h) (with respect only to Significant Subsidiaries of Stage other than SRI), Section 7.01(i) or because of the failure of BZ Holdings or an Issuer SRI to comply with Section 5.01(a)(3Sections 6.01(iii) and 6.01(iv). If the Issuers exercise their SRI exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor shall will be released from all of its obligations with respect to its Note GuaranteeGuaranties. Upon satisfaction of the conditions set forth herein and upon at the request of the IssuersSRI, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateof SRI terminated thereby.
(c) Notwithstanding clauses clause (a) and clause (b) above, the Issuers’ Stage's and SRI's obligations with respect to the Notes contained in Sections Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08Section 8.07, 7.07 Section 8.08 and 7.08 and in this Article 8 IX shall survive until the Notes have been paid in full. Thereafter, the Issuers’ SRI's obligations contained in Sections 7.07Section 8.07, 8.04 Section 9.04 and 8.05 Section 9.05 shall survive.
Appears in 1 contract
Samples: Indenture (Stage Stores Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their its obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.15, 4.17 and 4.12 5.02 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3Sections 5.01(3) and (4) (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3)5.01(3) or (4) or Section 5.02. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Note GuaranteeSubsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Wolverine Tube Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payablepayable and the Issuer, whether at maturity Holdings or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Guarantor has irrevocably deposit deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer, Holdings or the Guarantor has paid all other sums payable hereunder by the Issuershereunder, then this Indenture shall, subject to Section Sections 8.01(c), and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and an Officer's Certificate certifying that all conditions precedent to such satisfaction and discharge have occurred, at the cost and expense of the IssuersIssuer, Holdings or the Guarantor, as the case may be.
(b) Subject to Sections 8.01(c) ), 8.02 and 8.028.06, the Issuers Issuer at any time may terminate (1i) all their its obligations under the Notes and this Indenture and the obligations of the Guarantor and Holdings under the Notes Guarantees (“"legal defeasance option”") or (2ii) their the respective obligations of the Issuer, Holdings and the Guarantor under Sections 4.02 through 4.22 and 5.01 (other than the covenant to comply with TIA sec. 314(a)(4) to the extent the obligations thereunder cannot be terminated) and the related operation of Section 6.01(iii), (iv), (v), (vi) and (ix) (other than any remaining obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 54 TIA sec. 314(a)(4) and 4.12 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(86.01(iv) only with respect to the Issuer's and 6.01(9the Guarantor's obligations under Sections 4.02 through 4.22) (but, in other than the case of Sections 6.01(7covenant to comply with TIA sec. 314(a)(4) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3extent the obligations thereunder cannot be terminated) (“"covenant defeasance option”"). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the defeased Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(iii), 6.01(5(iv), (v), (vi) or (ix) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8other than any Event of Default occurring because of any remaining obligations under TIA sec. 314 (a)(4) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because as a result of the failure violation of BZ Holdings or an Issuer any covenant referred to comply with in Section 5.01(a)(3). If 6.01(iv) that is not subject to the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee). Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer or the Guarantor, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Issuer, Holdings and the Guarantor terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuers and the Guarantor's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Guarantor's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation and/or conversion or (2ii) all outstanding Notes have become due and payable, whether at maturity Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity Stated Maturity or upon redemption all outstanding Notes, including interest accrued and unpaid thereon to maturity Stated Maturity or such redemption date Redemption Date (other than Notes replaced pursuant to Section 2.072.7), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cSection 8.1 (c) and 8.02Section 8.2, the Issuers Company at any time may terminate terminate:
(1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") subject to the following which shall survive until otherwise terminated or discharged hereunder:
(2A) their the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when payments are due from the trust referred to below;
(B) the Company's obligations with respect to such Notes under Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.9, Section 4.2, Section 4.3 and Section 4.4 hereof;
(C) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Company's obligations in connection therewith,
(D) Article III hereof, and
(E) this Article VIII; or
(ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 Section 4.5 through Section 4.7 and the operation of Sections 6.01(4Section 6.1(5), 6.01(5) (solely with respect to Section 4.026.1(6), 6.01(6), 6.01(7), 6.01(8Section 6.1(7) and 6.01(9Section 6.1(8) (but, in the case of Sections 6.01(7Section 6.1(6) and (8)7), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations or contained in Section 5.01(a)(35.1(a)(ii) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.1(4) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.1(a)(ii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07Section 8.4, 8.04 Section 8.5 and 8.05 Section 8.6 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section SECTION 2.07) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article ARTICLE 3 hereof, and, in the case of clause (2), the Issuers and Holdings irrevocably deposit deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section SECTION 2.07), and Special Interest, if any, and if in either case the Issuers pay Holdings pays all other sums payable hereunder by the IssuersHoldings, then this Indenture shall, subject to Section 8.01(cSECTION 9.01(C), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Holdings accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersHoldings.
(b) Subject to Sections 8.01(cSECTIONS 9.01(C) and 8.029.02, the Issuers Holdings at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2ii) their its obligations under Sections 4.02SECTIONS 5.02, 4.035.03, 4.045.04, 4.055.05, 4.065.06, 4.075.07, 4.085.08, 4.095.09, 4.105.10 and 6.01, 4.11 and 4.12 and the operation of Sections 6.01(47.01(C), 6.01(57.01(D), 7.01(E), 7.01(F) and 7.01(G) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE OPTION"). The Issuers Holdings may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Holdings exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Holdings exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4SECTION 7.01(C), 6.01(5) (solely with respect to Section 4.027.01(D), 6.01(67.01(E), 6.01(7), 6.01(87.01(F) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(37.01(G). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersHoldings, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateHoldings terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Holdings' obligations with respect to the Notes in Sections SECTIONS 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 8.07, 8.08 and in this Article 8 ARTICLE 9 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Holdings' obligations in Sections 7.07SECTIONS 8.07, 8.04 9.04 and 8.05 9.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III of this Indenture and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, Notes including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cSection 9.01(c) and 8.02Section 9.02, the Issuers Company at any time may terminate (1i) all their of the Company obligations under the Notes and this Indenture (“"legal defeasance"), except for certain obligations, including those respecting the defeasance option”) trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes; or (2ii) their its obligations under Sections 4.02Article IV, 4.03Section 5.03, 4.04Section 5.04, 4.05Section 5.05, 4.06Section 5.06, 4.07Section 5.07, 4.08Section 5.08, 4.09Section 5.09, 4.10Section 5.10, 4.11 and 4.12 Section 6.01(iii), Section 6.01(iv) and the operation of Sections 6.01(4Section 7.01(iv), 6.01(5Section 7.01(vi), Section 7.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3Significant
7.01 (ix) (“"covenant defeasance option”defeasance"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01 (iv), 6.01(5Section 7.01(vi), Section 7.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries), Section 7.01(viii) (with respect only to Significant Subsidiaries) or Section 7.01(ix), or because of the failure of BZ Holdings or an Issuer the Company to comply with Article IV or Section 5.01(a)(36.01(iii) or Section 6.01(iv). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon at the request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that of the Issuers terminateCompany terminated thereby.
(c) Notwithstanding clauses clause (a) and clause (b) above, the Issuers’ Company's obligations with respect to the Notes contained in Sections Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08Section 8.07, 7.07 Section 8.08 and 7.08 and in this Article 8 IX shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations contained in Sections 7.07Section 8.07, 8.04 Section 9.04 and 8.05 Section 9.05 shall survive.
Appears in 1 contract
Samples: Indenture (Goss Graphic Systems Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation, or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest and premium thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder under this Indenture by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.12 4.17, and the operation of Sections 6.01(45.01(a)(iii), 6.01(55.01(a)(iv), or 6.01(a)(iii) through (a)(v) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may shall not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(a)(iii) through (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiariesa)(v) or because of the Company's failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(35.01(a)(iii) and 5.01(a)(iv). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and the Trustee's and the Paying Agent's obligations in this Article 8 Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 7.07 and 8.05 and the Company's, the Trustee's and the Paying Agent's obligations in Section 8.04 shall survive.
Appears in 1 contract
Samples: Indenture (Gfsi Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation and the Company has paid all sums payable by it hereunder, or (2ii) (A) all outstanding Notes have become due and payable, whether at maturity mature within one year or on a redemption date as a result all of the mailing of a outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption pursuant to Article 3 hereofredemption, and, in (B) the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuers pay Company is a party or by which it is bound, and (E) the Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuers Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13 and 4.12 4.14 and the operation of Sections 6.01(46.01(e), 6.01(5) (solely with respect to Section 4.026.01(f), 6.01(66.01(g), 6.01(7), 6.01(86.01(h) and 6.01(96.01(i) (but, in the case of Sections 6.01(76.01(g) and (8)6.01(h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (e) of Section 5.01(a)(3) 5.01 (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(d) (solely with respect to Section 4.02the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(e), 6.01(76.01(f), 6.01(86.01(g), 6.01(h) or 6.01(96.01(i) (but, with respect only to Significant Subsidiaries in the case of Sections 6.01(76.01(g) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(h)) or because of the failure of BZ Holdings or an Issuer the Company to comply with the limitations contained in clause (e) of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing delivery of a notice of redemption pursuant to Article 3 hereof, hereof and, in the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds cash in euro or euro-denominated European Government Obligations, or any combination thereof, sufficient to pay at maturity or upon redemption all outstanding Notes, including premium, if any, and interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer pays all other sums payable hereunder under this Indenture by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Upon satisfaction of the above conditions, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1) all their its obligations under the Notes and this Indenture with respect to any Notes (“legal defeasance option”) or (2) their the obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12 and 4.12 4.15 and the operation of Sections 6.01(4), 6.01(5) (solely with respect only to the obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(96.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect only to the obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(9and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3). If In the Issuers exercise their event that the Issuer exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall will be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer accompanied by an Officers’ Certificate and an Opinion of Counsel complying with Section 11.04, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation and/or conversion or (2ii) all outstanding Notes have become due and payable, whether at maturity Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.as
(b) Subject to Sections 8.01(cSection 8.1 (c) and 8.02Section 8.2, the Issuers Company at any time may terminate terminate:
(1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") subject to the following which shall survive until otherwise terminated or discharged hereunder:
(2A) their the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when payments are due from the trust referred to below;
(B) the Company's obligations with respect to such Notes under Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.9, Section 4.2, Section 4.3 and Section 4.4 hereof;
(C) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Company's obligations in connection therewith,
(D) Article III hereof, and
(E) this Article VIII; or
(ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 Section 4.5 through Section 4.7 and the operation of Sections 6.01(4Section 6.1(5), 6.01(5) (solely with respect to Section 4.026.1(6), 6.01(6), 6.01(7), 6.01(8Section 6.1(7) and 6.01(9Section 6.1(8) (but, in the case of Sections 6.01(7Section 6.1(6) and (8)7), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations or contained in Section 5.01(a)(35.1(a)(ii) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.1(4) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.1(a)(ii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07Section 8.4, 8.04 Section 8.5 and 8.05 Section 8.6 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07) have been canceled or delivered to the Trustee for cancellation cancelation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07), and Additional Amounts, if any, and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.11, 4.11 4.12 and 4.12 4.13 and the operation of Sections 6.01(4Section 5.01(a)(iii), 6.01(56.01(d), 6.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries only), 6.01(6), 6.01(7), 6.01(8) and 6.01(96.01(h) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.Significant
Appears in 1 contract
Samples: Indenture (Maxxim Medical Inc/Tx)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or U.S. Government Obligations in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.07), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance optionLegal Defeasance Option”) ), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, Article V and the operation provisions of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) Article X (“covenant defeasance optionCovenant Defeasance Option”). The Issuers Company may exercise their legal defeasance option its Legal Defeasance Option notwithstanding their its prior exercise of their covenant defeasance optionits Covenant Defeasance Option. If the Issuers exercise their legal defeasance optionCompany exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7), 6.01(8(vi) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3vii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company’s request of (and at the IssuersCompany’s expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company’s obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04, shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
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Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07) have been cancelled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers and Holdings irrevocably deposit deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07), and Additional Amounts, if any, and if in either case the Issuers pay Holdings pays all other sums payable hereunder by the IssuersHoldings, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Holdings accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersHoldings.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Holdings at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.11, 4.11 4.12 and 4.12 4.13 and the operation of Sections 6.01(4Section 5.01(a)(iii), 6.01(56.01(d), 6.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries only) and 6.01(96.01(i) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Holdings may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Maxxim Medical Inc/Tx)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation and the Issuer has paid all sums payable by it hereunder, or (2ii) (A) all outstanding Notes have become due and payable, whether at maturity mature within one year or on a redemption date as a result all of the mailing of a outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption pursuant to Article 3 hereofredemption, and, in (B) the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations, sufficient in the opinion of a nationally recognized accounting firm, to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuers pay Issuer is a party or by which it is bound, and (E) the Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuers Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance option”) or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13 and 4.12 4.14 and the operation of Sections 6.01(4), 6.01(56.01(d) (solely with respect to Section 4.02the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(e), 6.01(76.01(f), 6.01(86.01(g), 6.01(h) and 6.01(96.01(i) (but, in the case of Sections 6.01(76.01(g) and (8)6.01(h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (e) of Section 5.01(a)(3) 5.01 (“covenant defeasance option”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(d) (solely with respect to Section 4.02the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(e), 6.01(76.01(f), 6.01(86.01(g), 6.01(h) or 6.01(96.01(i) (but, with respect only to Significant Subsidiaries in the case of Sections 6.01(76.01(g) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(h)) or because of the failure of BZ Holdings or an the Issuer to comply with the limitations contained in clause (e) of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) abovein this Section 8.01, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survivesurvive such satisfaction or discharge.
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Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section Sections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.064.03 (subject to any requirements of the TIA), 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.12 4.17 and the operation of Sections 6.01(46.01(f), 6.01(5) (solely with respect to Section 4.026.01(g), 6.01(6), 6.01(7), 6.01(86.01(h) and 6.01(96.01(i) (but, in the case of Sections 6.01(76.01(g) and (8)h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3Sections 5.01(a)(iii) and 5.01(c)(iii) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.01(d), 6.01(5) (solely with respect to Section 4.026.01(f), 6.01(66.01(g), 6.01(7), 6.01(86.01(h) or 6.01(9and 6.01(i) (but, in the case of Sections 6.01(76.01(g) and (8)h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings the Company to comply with Sections 5.01(a)(iii) and 5.01(c)(iii) or an Issuer because of the failure of Parent to comply with Section 5.01(a)(3)5.01. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Parent shall be released from all of its obligations with respect to the Parent Guaranty and each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Note GuaranteeSubsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 7.07, 7.08, 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds or U.S. Government Obligations on which payment of principal, premium, if applicable, and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel that the conditions precedent to satisfaction and discharge have been satisfied (provided that the Opinion of Counsel will not be required to cover compliance with any financial tests or financial covenants) and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12 and 4.12 5.01 and the operation of Sections 6.01(3), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant SubsidiariesRestricted Subsidiaries of the Company), 6.01(7) (with respect only to Restricted Subsidiaries of the Company) and the limitations contained in Section 5.01(a)(36.01(8) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Section 4.02), 6.01(6Restricted Subsidiaries of the Company only), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note GuaranteeRestricted Subsidiaries of the Company only) or 6.01(8). Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section SECTION 2.07) have been canceled or delivered to the Trustee for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article ARTICLE 3 hereof, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section SECTION 2.07), and Special Interest, if any, and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(cSECTION 9.01(C), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cSECTIONS 9.01(C) and 8.029.02, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2ii) their its obligations under Sections 4.02SECTIONS 5.02, 4.035.03, 4.045.04, 4.055.05, 4.065.06, 4.075.07, 4.085.08, 4.095.09, 4.10, 4.11 5.10 and 4.12 6.01 and the operation of Sections 6.01(47.01(C), 6.01(57.01(D), 7.01(E), 7.01(F) and 7.01(G) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE OPTION"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01(c), 6.01(5) (solely with respect to Section 4.027.01(D), 6.01(67.01(E), 6.01(7), 6.01(87.01(F) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(37.01(G). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections SECTIONS 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 8.07, 8.08 and in this Article 8 ARTICLE 9 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07SECTIONS 8.07, 8.04 9.04 and 8.05 9.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Section 8.01(c), when (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07) have been canceled or delivered to the Trustee for cancellation cancelation or (2ii) all outstanding Notes not previously delivered for cancelation have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), and the Issuers irrevocably deposit with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption all outstanding Notesof, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07)) and liquidated damages, if any, and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (1i) all of their obligations under the Notes and this Indenture (“"legal defeasance option”") or and (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.11, 4.10, 4.11 and 4.12 or 4.13 and the operation of Sections 6.01(4Section 5.01(a)(iii), 6.01(56.01(d), 6.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries of the Company only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries of the Company only) and 6.01(96.01(i) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Notes and this Indenture by exercising their legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(d), 6.01(56.01(f), 6.01(g) (solely with respect to Section 4.02Significant Subsidiaries of the Company only), 6.01(6), 6.01(7), 6.01(86.01(h) (with respect to Significant Subsidiaries of the Company only) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(i) or because of the failure of BZ Holdings the Company or an Issuer SCI LLC to comply with Section 5.01(a)(35.01(a)(iii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (athe provisions of Sections 8.01(a) and (b) above8.01(b), the Issuers’ ' obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ ' obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Semiconductor Components Industries LLC)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation cancelation or (2ii) all outstanding Outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2ii), the Issuers Company irrevocably deposit deposits with the Trustee funds (or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.7), and if in either any case the Issuers pay Company pays all other sums payable hereunder under this Indenture by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c)Sections 8.1(c) and 8.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as to the satisfaction of all conditions to such satisfaction and discharge of this Indenture and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c) 8.1(c), 8.2 and 8.028.6, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture and all obligations of the Subsidiary Guarantors under Article X (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.024.2, 4.034.3, 4.044.4, 4.054.5, 4.064.6, 4.074.7, 4.084.8, 4.094.9, 4.105.1(a)(ii), 4.11 (iii) and 4.12 (iv), 5.1(c)(ii) and the Subsidiary Guarantors' obligations under Article X and the operation of Sections 6.01(4Section 6.1(a)(iv), 6.01(56.1(a)(vi), 6.1(a)(vii) (solely with respect to Section 4.02Significant Subsidiaries only), 6.01(66.1(a)(viii) (with respect to Significant Subsidiaries only), 6.01(7), 6.01(86.1
(a) (ix) and 6.01(96.1
(a) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3x) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their option or its covenant defeasance option, payment of the Notes may not each Subsidiary Guarantor or other guarantor, if any, shall be accelerated because of an Event of Default specified in Section 6.01(4)released from all its obligations under its Subsidiary Guarantee or any other guaranty, 6.01(5if any.
(a) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7ix) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.1(a)(x) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(35.1(a)(ii). If the Issuers exercise their legal defeasance option , (iii) or their covenant defeasance option, each Note Guarantor shall be released from all (iv) or Section 5.1(c)(ii) or because of its obligations a Subsidiary Guarantor's failure to comply with respect to its Note Guarantee. Article X. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.7, 2.087.7, 7.07 7.8, 8.4, 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation or (2ii) all outstanding Notes not theretofore delivered for cancellation (x) have become due and payable, whether at maturity or on a redemption date Redemption Date as a result of the mailing of a notice of redemption pursuant to Article 3 V hereof, or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clause clauses (2x) and (y), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)Redemption Date, and if in either any case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at its option and at any time may terminate (1i) all their the obligations of the Company and any Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”) or (2ii) their the obligations of the Company and any Guarantors under Sections 4.023.2, 4.033.3, 4.043.4, 4.053.5, 4.063.6, 4.073.7, 4.083.8, 4.093.9, 4.103.10, 4.11 3.11, 3.12, 3.15, 3.16 and 4.12 4.1(a)(iii) of this Indenture and under the Collateral Documents(whereupon the Collateral shall be automatically released) and the operation Company and the Guarantors may omit to comply with and shall have no liability in respect of Sections 6.01(4)any term, 6.01(5condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.1(a)(iii) (solely only with respect to Section 4.024.1(a)(iii)), 6.01(66.1(a)(iv) (only with respect to such covenants), 6.01(76.1(a)(vi), 6.01(86.1(a)(vii) and 6.01(9or (viii) (but, in the case of each of Sections 6.01(76.1(a)(vii) and (8)viii), only with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in ), Section 5.01(a)(36.1(a)(ix) (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(56.1(a)(iii) (solely only with respect to Section 4.024.1(a)(iii)), 6.01(66.1(a)(iv) (only with respect to the covenants subject to such covenant defeasance),6.1(a)(vi), 6.01(7), 6.01(86.1(a)(vii) or 6.01(9(viii) (but, in the case of each of Sections 6.01(76.1(a)(vii) and (8)viii), only with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(36.1(a)(ix). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the Issuers’ Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.12, 3.1, 6.7, 6.8, 7.1, 7.2, 7.6, 7.7, 8.1(b) (with respect to the Notes in Sections 2.03legal defeasance), 2.048.3, 2.058.4, 2.06, 2.07, 2.08, 7.07 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.076.7, 8.04 7.6, 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Reddy Ice Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III and the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“legal defeasance optiondefeasance”) or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.24 and 4.12 4.25 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clauses (e) and (g) of the first paragraph of Section 5.01(a)(3) 5.01 (“covenant defeasance optiondefeasance”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or and 6.01(9) (but, with respect only to Significant Subsidiaries in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(8)) or because of the failure of BZ Holdings or an the Issuer to comply with the limitations contained in clauses (e) and (g) of the first paragraph of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.22, 7.07 7.07, 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (P T Indosat TBK)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.073.05) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in 10 hereof and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding NotesNotes (other than Notes replaced pursuant to Section 3.05), including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)Redemption Date, and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c11.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company (accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c11.01(c) and 8.0211.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 5.01(a)(ii) and 4.12 5.01(a)(iii) and the operation of Sections 6.01(46.01(a)(iii), 6.01(56.01(b)(ii), 6.01(b)(iii), 6.01(b)(iv), 6.01(v) (solely but only with respect to Section 4.02a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(86.01(b)(vi) (but only with respect to a Significant Subsidiary) and 6.01(96.01(vii) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"COVENANT DEFEASANCE OPTION"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.01(a)(iii), 6.01(56.01(b)(ii), 6.01(b)(iii), 6.01(b)(iv), 6.01(v) (solely but only with respect to Section 4.02a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(96.01(b)(vi) (but, in the case of Sections 6.01(7) and (8), with respect but only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guaranteea Significant Subsidiary) and 6.01(vii). Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (athe provisions of Sections 11.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in Sections 1.06, 2.03, 2.043.03, 2.053.04, 2.063.05, 2.074.01, 2.088.01, 7.07 7.07, 7.10, 7.11, 11.04, 11.05 and 7.08 and in this Article 8 11.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 11.04 and 8.05 11.05 shall survive.
Appears in 1 contract
Samples: Indenture (Viasystems Group Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing delivery of a notice of redemption pursuant to Article 3 hereof, hereof and, in the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds cash in euro or euro-denominated European Government Obligations, or any combination thereof, sufficient to pay at maturity or upon redemption all outstanding Notes, including premium, if any, and interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer pays all other sums payable hereunder under this Indenture by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Upon satisfaction of the above conditions, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer at any time may terminate (1) all their its obligations under the Notes and this Indenture with respect to any Notes (“legal defeasance option”) or (2) their the obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.15 and 4.12 5.01 and the operation of Sections 6.01(3), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(86.01(9) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(36.01(10) (“covenant defeasance option”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(3), 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(36.01(10). If In the Issuers exercise their event that the Issuer exercises its legal defeasance option or their its covenant defeasance option, each Note Subsidiary Guarantor shall will be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer accompanied by an Officers’ Certificate and an Opinion of Counsel complying with Section 11.04, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant Subject to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (28.2(b), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture (“"legal defeasance option”) defeasance"), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (2ii) their its obligations under clause (3) of Section 4.1(a) and Sections 4.023.2, 4.033.3, 4.043.4, 4.053.5, 4.063.6, 4.073.7, 4.083.8, 4.093.9, 4.103.10, 4.11 and 4.12 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19 and the operation Company may omit to comply with and shall have no liability in respect of Sections 6.01(4any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), 6.01(5(4) and (5) of Section 6.1, and the events specified in clauses (6), (7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6(8) and (9) of Section 6.1 shall no longer constitute an Event of Default (clause (ii) being referred to as the "Covenant Defeasance"), 6.01(7)but except as specified above, 6.01(8) and 6.01(9) (but, in the case remainder of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) the Indenture and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”)Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their covenant defeasance its Covenant Defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoto the Notes, and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuers exercise their covenant defeasance Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (4) or (5) of Section 6.01(46.1 (as such clauses relate to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19), 6.01(5or in clauses (6), (7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) 8) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries9) of Section 6.1 or because of the failure of BZ Holdings or an Issuer the Company to comply with clause (3) of Section 5.01(a)(34.1(a). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(b) The Company may exercise its legal defeasance option or its Covenant Defeasance option only if:
(i) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on the Notes to maturity or redemption, as the case may be;
(ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion (or if nationally recognized independent accounting firms no longer routinely express such opinions, a certificate from the chief financial officer of the Company expressing his or her opinion) that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be;
(iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than Defaults and Events of Default arising out of the incurrence of Indebtedness used to fund such deposit) or, with respect to the Company under clause (7) of Section 6.1, on the 123rd day after such date of deposit;
(iv) such legal defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;
(v) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 123rd day following the deposit and that no Holder of the Notes is an insider of the Company within the meaning of the Bankruptcy Law, after the 123rd day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' right generally;
(vi) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;
(vii) in the case of legal defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and shall be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
(viii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance and shall be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; and
(ix) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, together stating that all conditions precedent to the defeasance and discharge of the Notes and the Indenture as contemplated by this Article VIII have been complied with.
(c) Notwithstanding clauses (athe provisions of Sections 8.2(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.077.1, 2.087.2, 7.07 7.7, 7.8, 8.4, 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's and the Subsidiary Guarantors' obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Columbus Energy Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.02(b) and 8.028.03 of this First Supplemental Indenture, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture (“legal defeasance optiondefeasance”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (2ii) their its obligations under clause (3) of Section 4.02 of this First Supplemental Indenture and Sections 4.026.06, 4.036.08, 4.046.09, 4.056.10, 4.066.11, 4.076.12, 4.086.13, 4.096.14, 4.106.15, 4.11 6.16 or 6.17 of this First Supplemental Indenture and 4.12 Section 1006 of the Original Indenture and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), (4) and (5) of Section 3.02 of this First Supplemental Indenture and the operation of Sections 6.01(4clauses (6), 6.01(5(7) (solely but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6(8) and (9) of Section 3.02 of this First Supplemental Indenture, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance”), 6.01(7)but except as specified above, 6.01(8) and 6.01(9) (but, in the case remainder of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) the Indenture and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”)Notes shall be unaffected thereby. The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoto the Notes, and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (3) (as such clause relates to Section 6.01(44.02(3)), 6.01(5(4) (solely as such clause relates to Sections 6.06, 6.08, 6.09, 6.10, 6.11, 6.12, 6.13, 6.14, 6.16 or 6.17 of this First Supplemental Indenture), (5), (6), (7) (but only with respect to Section 4.02a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) 8) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries9) or because of the failure Section 3.02 of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guaranteethis First Supplemental Indenture. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(cb) Notwithstanding clauses the provisions of Article Four of the Original Indenture and Section 8.02(a) of this First Supplemental Indenture, following legal defeasance the Company’s obligations in Sections 304, 305, 306, 309, 607, 608, 1001 (a) and (b) above, the Issuers’ obligations with respect to the Notes in extent of the legal defeasance trust), 1002 and 1003 of the Original Indenture and Sections 2.036.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 6.04 and 7.08 6.07 and in Article Eight of this Article 8 First Supplemental Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company’s obligations in Sections 7.07607 of the Original Indenture and Sections 8.04, 8.04 8.06 and 8.05 8.07 of this First Supplemental Indenture shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this The Indenture shall, subject to Section 8.01(c), will cease to be of further effect. The effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or shall acknowledge satisfaction become due and payable within one year and the Issuers have irrevocably deposited or caused to be deposited with the Trustee an amount in U.S. dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of this Indenture on demand of deposit,
(ii) the Issuers accompanied have paid or caused to be paid all other sums payable under the Indenture by the Issuers; and
(iii) the Issuers have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCounsel.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers and the Guarantors, if any, at any time may terminate (1i) all their obligations under the Notes Notes, the Guarantees, if any, and this Indenture (“"legal defeasance option”") or (2ii) their obligations under Sections 4.024.4, 4.034.5, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.8 and 4.12 4.10 through 4.17 and the operation of Sections 6.01(4Section 6.1(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7(vi), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7vii) and (8), viii) (with respect only to Subsidiary Guarantors and Significant Subsidiaries), (ix) and (x) and the limitations contained in Section 5.01(a)(3) Sections 5.1 and 5.3 (“"covenant defeasance option”"). The Issuers may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver either Note Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers III hereof and either Note Issuer irrevocably deposit deposits with the Trustee funds or Government Securities on which payment of principal and interest when due shall be sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), as certified to the Trustee by a nationally recognized firm of independent accountants, and if in 72 65 either case the Note Issuers pay all other sums payable hereunder by the IssuersNote Issuers including, but not limited to fees and expenses of the Trustee and its counsel, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers either Note Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCounsel.
(b) Subject to Sections 8.01(c) ), 8.02 and 8.028.06, the Note Issuers at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.11, 4.104.12, 4.11 4.13, 4.14, 4.15, 4.16, 5.01(a)(ii), 5.01(a)(iii) and 4.12 5.01(a)(iv) and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02obligations that have been defeased), 6.01(6), 6.01(7) (with respect to Significant Subsidiaries only), 6.01(8) (with respect to Significant Subsidiaries only), 6.01(9), 6.01(10), 6.01(11) and 6.01(96.01(12) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Note Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their its covenant defeasance option. If the Note Issuers exercise their legal defeasance option or their covenant defeasance option, each Guarantor Subsidiary shall be released from all of its obligations with respect to its Subsidiary Guaranty (and no Restricted Subsidiary (other than Capital) will thereafter be obligated to execute, deliver or endorse any Note; nor shall any such execution, delivery or endorsement thereafter bind any Restricted Subsidiary). If the Note Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Note Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02obligations that have been defeased), 6.01(6), 6.01(7) (with respect to Significant Subsidiaries only), 6.01(8) or (with respect to Significant Subsidiaries only), 6.01(9) (but), in the case of Sections 6.01(76.01(10), 6.01(11) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(12) or because of the failure of BZ Holdings or an Issuer the Note Issuers to comply with Section 5.01(a)(3Sections 5.01(ii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01(iii) and 5.01(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuerseither Note Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminatehave been discharged, released, satisfied or defeased.
(c) Notwithstanding clauses (a) and (b) above, the Note Issuers’ ' obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.04, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Note Issuers’ ' obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III of this Indenture and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, Notes including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cSection 9.01(c) and 8.02Section 9.02, the Issuers Company at any time may terminate (1i) all their of the Company obligations under the Notes and this Indenture (“"legal defeasance"), except for certain obligations, including those respecting the defeasance option”) trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes; or (2ii) their its obligations under Sections 4.02Article IV, 4.03Section 5.03, 4.04Section 5.04, 4.05Section 5.05, 4.06Section 5.06, 4.07Section 5.07, 4.08Section 5.08, 4.09Section 5.09, 4.10Section 5.10, 4.11 and 4.12 Section 6.01(iii), Section 6.01(iv) and the operation of Sections 6.01(4Section 7.01(iv), 6.01(5Section 7.01(vi), Section 7.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries), Section 7.01(viii) (with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(37.01(ix) (“"covenant defeasance option”defeasance"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01 (iv), 6.01(5Section 7.01(vi), Section 7.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries), Section 7.01(viii) (with respect only to Significant Subsidiaries) or Section 7.01(ix), or because of the failure of BZ Holdings or an Issuer the Company to comply with Article IV or Section 5.01(a)(36.01(iii) or Section 6.01(iv). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon at the request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that of the Issuers terminateCompany terminated thereby.
(c) Notwithstanding clauses clause (a) and clause (b) above, the Issuers’ Company's obligations with respect to the Notes contained in Sections Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08Section 8.07, 7.07 Section 8.08 and 7.08 and in this Article 8 IX shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations contained in Sections 7.07Section 8.07, 8.04 Section 9.04 and 8.05 Section 9.05 shall survive.
Appears in 1 contract
Samples: Indenture (Goss Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a1) When (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether payable at maturity or on a redemption date will be due and payable within 60 days as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, andin each case, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as to the satisfaction of all conditions to such satisfaction and discharge of this Indenture and at the cost and expense of the IssuersCompany.
(b2) Subject to Sections 8.01(c) and 8.02, the Issuers Company at any time may terminate (1i) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.10 through 4.22 and the operation of Sections Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clause (iii) of the first paragraph of each Section 5.01(a)(3) 5.01 and Section 5.03 (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer the Company to comply with clause (iii) of the first paragraph of each Section 5.01(a)(3)5.01 and Section 5.03. If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to under its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c3) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 7.07, 7.08, 8.05, 8.06 and 7.08 and in this Article 8 the Appendix shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 8.05 and 8.05 8.06 shall survive.
Appears in 1 contract
Samples: Indenture (Terex Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this This Indenture shall, subject to Section 8.01(c), will cease to be of further effect. The effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or shall acknowledge satisfaction become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee an amount in U.S. Legal Tender sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of deposit,
(ii) the Company has paid or caused to be paid all other sums payable under this Indenture on demand of by the Issuers accompanied by Company; and
(iii) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCounsel.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Company and the Subsidiary Guarantors at any time may terminate (1i) all their obligations under the Notes Notes, the Guarantees and this Indenture (“"legal defeasance option”") or (2ii) ----------------------- their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.08 and 4.12 4.10 through 4.22 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.026), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(77) and (8), 8) (with respect only to Subsidiary Guarantors or Significant Subsidiar ies) and Significant Subsidiaries(9) and the limitations contained in Section 5.01(a)(3Sections 5.01(3) and (4) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance -------------------------- option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers Company exercise their its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers Company exercise their its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(4), 6.01(5) (solely with respect to Section 4.026), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(77) and (8), 8) (with respect only to Subsidiary Guarantors and or Significant Subsidiaries) and (9), or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3Sections 5.01(3) and (4). If the Issuers Company exercise their its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Company and the Subsidiary Guarantors terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to of the Notes Company and the Subsidiary Guarantors in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.05, 8.06 and 7.08 and in this Article 8 the Appendix shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations of the Company and the Subsidiary Guarantors, if any, in Sections 7.07, 8.04 8.05 and 8.05 8.06 shall survive.
Appears in 1 contract
Samples: Indenture (Applied Power Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofIII hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 91 days under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in the each case of this clause (2ii), the Issuers Issuer irrevocably deposit deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.7), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Officer's Certificate and an Opinion of 63 -63- Counsel from the Issuer that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Issuer at any time may terminate (1i) all their of its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their its obligations under Sections 4.024.2, 4.034.3, 4.044.4, 4.054.5, 4.064.6, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11 4.11, 4.12, 4.14, 4.18 and 4.12 4.19 and the operation of Sections 6.01(46.1(6), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.6.1
Appears in 1 contract
Samples: Indenture (Spectrasite Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofThree, and, in and the case of clause (2), the Issuers Company irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to paragraph (c) of this Section 8.01(c)8.01, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(cparagraph (c) of this Section 8.01 and Section 8.02, the Issuers Company at any time may terminate (1) all their its obligations under the Notes and this Indenture (“"legal defeasance option”") or (2) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.10 and 4.11 and 4.12 and the operation of Sections 6.01(4clauses (4), 6.01(5) (solely with respect to Section 4.025), 6.01(6(6), 6.01(7(7), 6.01(8) and 6.01(9(8) of Section 6.01(a) (but, in the case of Sections 6.01(7clauses (7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors and Significant SubsidiariesGuarantors) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4clauses (4), 6.01(5) (solely with respect to Section 4.025), 6.01(6(6), 6.01(7), 6.01(8(7) or 6.01(9and (8) of Section 6.01(a) (but, in the case of Sections 6.01(7clauses (7) and (8), 8) with respect only to Significant Subsidiaries and Subsidiary Guarantors and Significant SubsidiariesGuarantors) or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Note Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 Eight shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Glatfelter P H Co)
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or U.S. Government Obligations in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.07), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "Legal Defeasance Option"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, Article V and the operation provisions of Sections 6.01(4), 6.01(5) Article X (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"Covenant Defeasance Option"). The Issuers Company may exercise their legal defeasance option its Legal Defeasance Option notwithstanding their its prior exercise of their covenant defeasance optionits Covenant Defeasance Option. If the Issuers exercise their legal defeasance optionCompany exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7), 6.01(8(vi) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3vii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05, and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When Subject to Sections 8.01(c), 8.02 and 8.06, this Indenture shall cease to be of any further effect after (1i) either the Issuers deliver Company has delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers Company has irrevocably deposit deposited with the Trustee funds or a Paying Agent money and/or U.S. Government Obligations in an amount sufficient (without reinvestment thereof) to pay at maturity or upon redemption when due all principal of, premium, if any, and interest on, all outstanding Notes, including interest thereon to maturity or such redemption date Notes (other than Notes replaced pursuant to Section 2.07), and if in either case (ii) the Issuers pay Company pays all other sums payable hereunder by the Issuers, then under this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIndenture.
(b) Subject to Sections 8.01(c) and ), 8.02, and 8.06, the Issuers Company at any time may terminate (1i) all their its obligations under this Indenture and the Notes and this Indenture (“legal defeasance option”) "Legal Defeasance Option"), or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.12 and the operation of Sections 6.01(4), 6.01(5) Article V (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”"Covenant Defeasance Option"). The Issuers Company may exercise their legal defeasance option its Legal Defeasance Option notwithstanding their its prior exercise of their covenant defeasance optionits Covenant Defeasance Option. If the Issuers exercise their legal defeasance optionCompany exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their covenant defeasance optionCompany exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(a)(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7), 6.01(8(vi) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3vii). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company's request of (and at the IssuersCompany's expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany hasterminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the Issuers’ Company's obligations with respect to the Notes in under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 7.07 4.04, 7.07, 7.08, 8.04, 8.05 and 7.08 8.06, and in this Article 8 the obligations of the Trustee and the Paying Agent under Section 8.04, shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Company's obligations in under Sections 7.07, 8.04 7.07 and 8.05 and the obligations of the Company, Trustee and Paying Agent under Section 8.04 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) When (1) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuers irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this The Indenture shall, subject to Section 8.01(c), will cease to be of further effect. The effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(i) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or shall acknowledge satisfaction become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee an amount in U.S. Legal Tender sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of deposit,
(ii) the company has paid or caused to be paid all other sums payable under this Indenture on demand of by the Issuers accompanied by Company; and
(iii) the company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersCounsel.
(b) Subject subject to Sections 8.01(c) and 8.02, the Issuers Company and the Guarantors at any time may terminate (1i) all their obligations under the Notes Notes, the Guarantees and this Indenture (“legal defeasance option”"Legal Defeasance Option") or (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.08 and 4.12 4.10 through 4.17 and the operation of Sections 6.01(4Section 6.01(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(v), 6.01(7(vi), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7vii) and (8), viii) (with respect only to Subsidiary Guarantors and Significant Subsidiaries) and (ix) and the limitations contained in Section 5.01(a)(3Sections 5.01(ii) and (iii) and 5.03(ii) (“covenant defeasance option”"Covenant Defeasance Option"). The Issuers Company may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(46.01(iii), 6.01(5) (solely with respect to Section 4.02iv), 6.01(6(vi), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7vii) and (8), viii) (with respect only to Subsidiary Guarantors and Significant Subsidiaries), (ix) and (x), or because of the failure of BZ Holdings or an Issuer the Company to comply with Section 5.01(a)(3Sections 5.01(ii) and (iii) and 5.03(ii). If the Issuers exercise their Company exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor Guarantor, if any, shall be released from all of its obligations with respect to under its Note Guarantee. 70 63 Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers Company and the Guarantors terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to of the Notes Company and the Guarantors in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.087.07, 7.07 7.08, 8.05, 8.06 and 7.08 and in this Article 8 the Appendix shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations of the Company and the Guarantors, if any, in Sections 7.07, 8.04 8.05 and 8.05 8.06 shall survive.
Appears in 1 contract
Samples: Indenture (Express Scripts Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.072.7) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofIII hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 91 days under arrangements satisfying the terms of this Indenture, and, in the each case of this clause (2ii), the Issuers irrevocably deposit or cause to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.072.7), and if in either case the Issuers pay all other sums payable hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel from the Issuers that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Issuers.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers at any time may terminate (1i) all of their obligations (and the obligations of the Guarantor in respect of the Guarantee with respect to the Notes) under the Notes and this Indenture (“"legal defeasance option”") or (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 4.2 through 4.19 and the operation of Sections 6.01(45.1(iii), 6.01(56.1(vi), 6.1(vii) (solely but only with respect to Section 4.02a Significant Subsidiary), 6.01(6), 6.01(7), 6.01(86.1(viii) (but only with respect to a Significant Subsidiary) and 6.01(96.1(ix) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“"covenant defeasance option”"). The Issuers may exercise their legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (Usx Corp)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in and the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections Section 8.01(c) and 8.02, the Issuers Issuer or the Guarantor at any time may terminate (1i) all of their obligations under the Notes and this Indenture (“legal defeasance optiondefeasance”) or (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.24 and 4.12 4.25 and the operation of Sections 6.01(46.01(e), 6.01(5) (solely with respect to Section 4.026.01(f), 6.01(6), 6.01(7), 6.01(86.01(g) and 6.01(96.01(h) (but, in the case of Sections 6.01(76.01(g) and (8)h), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clauses (e) and (g) of the first paragraph of Section 5.01(a)(3) 5.01 (“covenant defeasance optiondefeasance”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5Sections 6.01(d) (solely with respect to Section 4.02the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(66.01(e), 6.01(76.01(f), 6.01(86.01(g) or 6.01(96.01(h) (but, with respect only to Significant Subsidiaries in the case of Sections 6.01(76.01(g) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries6.01(h)) or because of the failure of BZ Holdings or an Issuer the Parent to comply with the limitations contained in clauses (e) and (g) of the first paragraph of Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s and the Guarantor’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.22, 7.07 7.07, 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (PT Indosat TBK)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Sterling delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation; or (2i) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case III of clause (2), the Issuers this Indenture and Sterling irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, Notes including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Sterling pays all other sums payable hereunder by the IssuersSterling, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Sterling accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersSterling.
(b) Subject to Sections 8.01(cSection 9.01(c) and 8.02Section 9.02, the Issuers Sterling at any time may terminate (1i) all their of Sterling obligations under the Notes and this Indenture (“"legal defeasance option”) defeasance"); or (2ii) their its obligations under Sections 4.02Article IV, 4.03Section 5.02, 4.04Section 5.03, 4.05Section 5.04, 4.06Section 5.05, 4.07Section 5.06, 4.08Section 5.07, 4.09Section 5.08, 4.10Section 5.09, 4.11 and 4.12 and the operation of Sections 6.01(4Section 5.10, Section 5.11, Section 6.01(iii), 6.01(5Section 6.01(iv), Section 7.01(iv), Section 7.01(vi), Section 7.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries), Section 7.01(viii) (with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3Section
7.01 (ix) (“"covenant defeasance option”defeasance"). The Issuers Sterling may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their Sterling exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Sterling exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01 (iv), 6.01(5Section 7.01(vi), Section 7.01(vii) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries), Section 7.01(viii) (with respect only to Significant Subsidiaries), Section 7.01(ix) or because of the failure of BZ Holdings or an Issuer Sterling to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note GuaranteeArticle IV. Upon satisfaction of the conditions set forth herein and upon at the request of the IssuersSterling, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateof Sterling terminated thereby.
(c) Notwithstanding clauses clause (a) and clause (b) above, the Issuers’ Sterling's obligations with respect to the Notes contained in Sections Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08Section 8.07, 7.07 Section 8.08 and 7.08 and in this Article 8 IX shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Sterling's obligations contained in Sections 7.07Section 8.07, 8.04 Section 9.04 and 8.05 Section 9.05 shall survive.
Appears in 1 contract
Samples: Indenture (Sterling Chemical Inc)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in III and the case of clause (2), the Issuers Issuer irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay Issuer pays all other sums payable hereunder by the IssuersIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuersIssuer.
(b) Subject to Sections 8.01(c) and 8.02, the Issuers Issuer or the Guarantor at any time may terminate (1i) all of their obligations under the Notes and this Indenture (“legal defeasance optiondefeasance”) or (2ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.24 and 4.12 4.25 and the operation of Sections 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(96.01(8) (but, in the case of Sections 6.01(7) and (8)6.01(8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in clauses (e) and (g) of the first paragraph of Section 5.01(a)(3) 5.01 (“covenant defeasance optiondefeasance”). The Issuers Issuer may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(5) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee.
01. Upon satisfaction of the conditions set forth herein and upon request of the IssuersIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateIssuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Issuer’s and the Guarantor’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.22, 7.07 7.07, 7.08, 8.05 and 7.08 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ Issuer’s obligations in Sections 7.07, 8.04 7.07 and 8.05 shall survive.
Appears in 1 contract
Samples: Indenture (PT Indosat TBK)
Discharge of Liability on Notes; Defeasance. (a) When (1i) the Issuers deliver SRI delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation cancellation; or (2ii) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, and, in the case III of clause (2), the Issuers this Indenture and SRI irrevocably deposit deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, Notes including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the Issuers pay SRI pays all other sums payable hereunder by the IssuersSRI, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers SRI accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the IssuersSRI.
(b) Subject to Sections 8.01(cSection 9.01(c) and 8.02Section 9.02, the Issuers SRI at any time may terminate (1i) all their of Stage's and SRI's obligations under the Notes and this Indenture (“legal defeasance option”) "LEGAL DEFEASANCE"); or (2ii) their Stage's and SRI's obligations under Sections 4.02Article IV, 4.03Section 5.03, 4.04Section 5.04, 4.05Section 5.05, 4.06Section 5.06, 4.07Section 5.07, 4.08Section 5.08, 4.09Section 5.09, 4.10Section 5.10, 4.11 and 4.12 and the operation of Sections 6.01(4Section 5.11, Section 5.12, Section 5.13, Section 6.01(iii), 6.01(5Section 6.01(iv), Section 7.01(d), Section 7.01(f), Section 7.01(g) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant SubsidiariesSubsidiaries of Stage other than SRI), Section 7.01(h) (with respect only to Significant Subsidiaries of Stage other than SRI) and the limitations contained in Section 5.01(a)(37.01(i) (“covenant defeasance option”"COVENANT DEFEASANCE"). The Issuers SRI may exercise their its legal defeasance option notwithstanding their its prior exercise of their its covenant defeasance option. If the Issuers exercise their SRI exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their SRI exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(47.01(d), 6.01(5Section 7.01(f), Section 7.01(g) (solely with respect to Section 4.02), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant SubsidiariesSubsidiaries of Stage other than SRI), Section 7.01(h) (with respect only to Significant Subsidiaries of Stage other than SRI), Section 7.01(i) or because of the failure of BZ Holdings or an Issuer SRI to comply with Section 5.01(a)(3Sections 6.01(iii) and 6.01(iv). If the Issuers exercise their SRI exercises its legal defeasance option or their its covenant defeasance option, each Note Guarantor shall will be released from all of its obligations with respect to its Note GuaranteeGuaranties. Upon satisfaction of the conditions set forth herein and upon at the request of the IssuersSRI, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateof SRI terminated thereby.
(c) Notwithstanding clauses clause (a) and clause (b) above, the Issuers’ Stage's and SRI's obligations with respect to the Notes contained in Sections Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, 2.08Section 8.07, 7.07 Section 8.08 and 7.08 and in this Article 8 IX shall survive until the Notes have been paid in full. Thereafter, the Issuers’ SRI's obligations contained in Sections 7.07Section 8.07, 8.04 Section 9.04 and 8.05 Section 9.05 shall survive.
Appears in 1 contract
Samples: Indenture (Stage Stores Inc)
Discharge of Liability on Notes; Defeasance. (a) When With respect to a series of Notes, when (1i) the Issuers deliver Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant of such series that have not already been delivered to Section 2.07) the Trustee for cancellation or (2ii)(A) all outstanding Notes of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereofIII hereof or (B) the Notes of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the each case of this clause (2ii), the Issuers Company irrevocably deposit deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding NotesNotes of such series, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07)Redemption Date, and if in the case of either case clause (i) or (ii) the Issuers pay Company pays all other sums payable hereunder by the IssuersCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuersCompany.
(b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuers Company at any time may terminate (1i) all their of its obligations under the Notes of a series and this Indenture as it relates to such Notes (“legal defeasance option”) or (2ii) their its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 Section 4.2 and 4.12 Section 4.3 and the operation of Sections 6.01(46.1(3), 6.01(5) (solely with respect to Section 4.026.1(4), 6.01(6), 6.01(7), 6.01(86.1(5) and 6.01(96.1(6) (but, in the case as it relates to a series of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) Notes (“covenant defeasance option”). The Issuers Company may exercise their its legal defeasance option as it relates to a series of Notes notwithstanding their its prior exercise of their its covenant defeasance optionoption as it relates to such Notes. If the Issuers exercise their Company exercises its legal defeasance optionoption with respect to the Notes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default with respect theretoDefault. If the Issuers exercise their Company exercises its covenant defeasance option, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Section 6.01(4Sections 6.1(3), 6.01(5) (solely with respect to Section 4.026.1(4), 6.01(6), 6.01(7), 6.01(86.1(5) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of BZ Holdings or an Issuer to comply with Section 5.01(a)(36.1(6). If the Issuers exercise their legal defeasance option or their covenant defeasance option, each Note Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuersCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminateCompany terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuers’ Company’s obligations with respect to the Notes in Sections 2.032.3, 2.042.4, 2.052.5, 2.062.9, 2.074.1, 2.084.6, 7.07 7.7, 7.8, 8.4, 8.5 and 7.08 and in this Article 8 8.6 shall survive until the Notes of each series have been paid in full. Thereafter, the Issuers’ Company’s and the Trustee’s obligations in Sections 7.077.7, 8.04 8.4 and 8.05 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
