Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company. (b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 7 contracts
Samples: Indenture (Bungeltd), Indenture (Bungeltd), Indenture (Bunge Finance Europe B.V.)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofa series of Notes, when (i)(xi) the 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 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or will (B) the Notes of such series shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes of such Notes not theretofore delivered series, including interest thereon to the Trustee for cancellation for principal and premium, if anymaturity or such Redemption Date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or any guarantor, if applicable, pays all other sums payable hereunder by the Guarantor has paid or caused Company and any guarantor, if applicable, then this Indenture shall, subject to Section 8.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (or any guarantor, if applicable, accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations and the obligations of any guarantors under the Notes of a series, the applicable guarantees and this Indenture as it relates to such Notes and related guarantees (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereofobligations, and the Company may omit to comply with and shall have no liability in respect obligations of any termguarantor, condition or limitation set forth in any such covenantunder Sections 4.02, whether directly or indirectly4.03 and 4.04, 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, Article 5 and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Sections 6.01(c) and Section 6.01(56.01(d) hereof, as it relates to a series of Notes and the events specified in such Sections shall no longer constitute an Event of Default related guarantees (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 Company may exercise its legal defeasance option as it relates to a series of Notes notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect option as it relates to have the Guarantee terminatesuch Notes. If the Company exercises its legal defeasance option with respect to the NotesNotes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveor 6.01(d), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, Company the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s or any guarantor’s, if applicable, obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.094.01, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes of each series have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section Sections 7.07, Section 8.04 and Section 8.05 hereof shall survivesurvive such satisfaction and discharge.
Appears in 6 contracts
Samples: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders money U.S. dollars in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Section 4.2, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 4.3 and Section 3.15 hereof, 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, 4.8 and the operation of Section 6.01(3Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(8) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(3), Section 6.01(46.1(4), 6.1(5) and Section 6.01(5) hereofor 6.1(8). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding clause (a) above or the provisions exercise of Section 8.01(a) and (b) hereofa legal defeasance option, the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.074.1, Section 2.084.4, Section 2.094.5, Section 2.104.6, Section 3.017.7, Section 3.067.8, Section 3.078.4, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 6 contracts
Samples: Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarssufficient to pay at maturity or upon redemption all outstanding Notes, non-callable U.S. Government Securitiesincluding interest thereon to maturity or such Redemption Date, or a combination thereofand if, in such amounts as will be sufficient without consideration the case of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of), or constitute a default under, any other instrument to which the Company or the Guarantor is a party or any guarantor, if applicable, pays all other sums payable hereunder by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused and any guarantor, if applicable, then this Indenture shall, subject to Section 8.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (or any guarantor, if applicable, accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations and the obligations of any guarantors under the Notes Notes, the applicable guarantees and this Indenture as it relates to such Notes and related guarantees (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereofobligations, and the Company may omit to comply with and shall have no liability in respect obligations of any termguarantor, condition or limitation set forth in any such covenantunder Sections 4.02, whether directly or indirectly4.03 and 4.04, 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, Article 5 and the operation of Section 6.01(3Sections 6.01(c) (only with respect and 6.01(e) as it relates to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) Notes and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default related guarantees (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 Company may exercise its legal defeasance option as it relates to the Notes notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect option as it relates to have the Guarantee terminatesuch Notes. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveor 6.01(e), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, Company the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s or any guarantor’s, if applicable, obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.094.01, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section Sections 7.07, Section 8.04 and Section 8.05 hereof shall survivesurvive such satisfaction and discharge.
Appears in 5 contracts
Samples: Fifth Supplemental Indenture (Southwest Gas Corp), Fourth Supplemental Indenture (Southwest Gas Corp), Third Supplemental Indenture (Southwest Gas Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofa series of Notes, when (i)(xi) the 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 hereof) the Trustee for cancellation or (yii)(A) all outstanding Notes not theretofore delivered for cancellation of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article III hereof or will (B) the Notes of such series shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes of such Notes not theretofore delivered series, including interest thereon to the Trustee for cancellation for principal and premium, if anymaturity or such Redemption Date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture as it relates to such Notes (“legal defeasance option”), 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 (ii) its obligations under, under Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 4.2 and Section 3.15 hereof, 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, 4.3 and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 6.1(3), Section 6.01(46.1(4), 6.1(5) and Section 6.01(56.1(6) hereof, and the events specified in such Sections shall no longer constitute an Event as it relates to a series of Default Notes (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 Company may exercise its legal defeasance option as it relates to a series of Notes notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect option as it relates to have the Guarantee terminatesuch Notes. If the Company exercises its legal defeasance option with respect to the NotesNotes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(3), Section 6.01(46.1(4), 6.1(5) and Section 6.01(5) hereofor 6.1(6). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.8, Section 2.064.1, Section 2.074.6, Section 2.087.7, Section 2.097.8, Section 2.108.4, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes of each series have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 4 contracts
Samples: Indenture (Ralph Lauren Corp), Indenture (Ralph Lauren Corp), Indenture (Reliance Steel & Aluminum Co)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers all outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes that have been replaced or paid) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders, or upon as a result of the mailing or electronic delivery of a notice of redemption or will pursuant to Article III hereof, (B) shall become due and payable at their Stated Maturity within one year year, or (C) 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 name, and at the expense expense, of the Company and Issuer, and, in each case of this clause (ii), the Company Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of (immediately available to the Holders money in the case of clause (ii)(A)) in U.S. dollarsdollars in an amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default the Issuer or Event of Default shall have occurred any Guarantor pays all other sums payable hereunder by the Issuer and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofGuarantors, or constitute a default underthen this Indenture shall, any other instrument subject to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Section 8.1(e), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate from the Issuer and an Opinion of Counsel stating from the Issuer that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company Issuer or any Guarantor at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.2, Section 3.024.3, Section 3.034.4, Section 3.044.5, Section 3.054.6, Section 3.084.7, Section 3.09 4.8, 4.9, 4.12 and Section 3.15 hereof, 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 document4.13, and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 6.1(a)(3), Section 6.01(46.1(a)(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant 6.1(a)(8)(“covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company Issuer or any Guarantor may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. .
(c) If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company Issuer or any Guarantor exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer or any Guarantor exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(a)(3), Section 6.01(46.1(a)(4) and Section 6.01(5or 6.1(a)(8).
(d) hereof. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer or any Guarantor terminates.
(ce) Notwithstanding clause (a) above or the provisions exercise of Section 8.01(a) and (b) hereofa legal defeasance option, the CompanyIssuer’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.074.1, Section 2.084.10, Section 2.094.11, Section 2.107.7, Section 3.017.8, Section 3.068.4, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 4 contracts
Samples: Indenture (Hess Midstream LP), Indenture (Hess Midstream LP), Indenture (Hess Midstream LP)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereofand Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofthereof of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company may, at its option, and at any time may terminate elect to (i) have the obligations of the Company discharged with respect to all its outstanding Notes and the applicable Security Documents and all obligations under of the Guarantors discharged with respect to their Subsidiary Guarantee, and have Liens on the Collateral securing the Notes and this Indenture released (“legal defeasance option”), 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 (ii) its have the obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, of the Company and the Company may omit to comply with Guarantors released under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 5.01(e), 5.01(f) 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 the operation of Section 6.01(35.01(g) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), (d), (e) (only solely with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveRestricted Subsidiaries), Section 6.01(4(f) (solely with respect to Restricted Subsidiaries), (g), (h), (i) and Section 6.01(5) hereof(j). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(asubsections (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.104.01, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.04, 8.05 and Section 8.05 hereof 8.06 shall survive.
Appears in 3 contracts
Samples: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof(x) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to Article V and the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and Parent, the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, as the case may be; provided that, with respect to any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and (other than a default resulting from borrowing of funds to be applied to such deposit will not result in a breach or violation of, or constitute a default under, and the grant of any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundLien securing such borrowing); (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it the Company on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may at its option terminate (i) all its of the Company’s obligations under the Notes and this Indenture and have each Guarantor’s obligation discharged with respect to its Guarantee (“legal defeasance option”), 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 (ii) its the obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, of the Company and the Company may omit to comply with Guarantors under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 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, 3.11 and the operation of Sections 4.1(a)(iii) and (a)(iv) and Sections 6.1(a)(iii) (other than with respect to any Default under Section 6.01(33.12 or 3.13), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to this Section 8.01(b)(ii)latest audited financial statements of the Company and its consolidated Subsidiaries), Section 6.01(46.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries) and Section 6.01(56.1(a)(viii) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or their covenant defeasance option, the Company may elect to have obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the Guarantee terminatetermination of such obligations. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of consolidated Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) or 6.1(a)(ix) or because of the failure of the Company to comply with Section 6.01(44.1(a)(iii) and Section 6.01(5) hereofor (iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.13, Section 3.073.1, Section 3.106.7, Section 3.116.8, Section 3.127.1, Section 3.137.2, Section 3.147.6, Section 3.157.7, Section 6.078.1(b) (with respect to legal defeasance), Section 7.078.3, Section 7.08 hereof 8.4, 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 2 contracts
Samples: Indenture (F&G Annuities & Life, Inc.), Indenture (FGL Holdings)
Discharge of Liability on Notes; Defeasance. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Notes when:
(a) Subject to Section 8.01(beither (i) hereof, when (i)(x) all the Company delivers to the Trustee all outstanding Notes theretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.08 that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (yii) all outstanding of the Notes not theretofore delivered for cancellation (a) have become due and payable, whether at maturity or upon redemption or (b) will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollarsDollars, nonU.S. Dollar-callable U.S. denominated Government Securities, Obligations or a combination thereof, in such amounts as will an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be sufficient without consideration of any reinvestment of interest required if U.S. Dollar-denominated Government Obligations have been so deposited) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and premium, if anyof, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then ;
(b) the Company and/or the Note Guarantors have paid all other sums payable under this Indenture; and
(c) the Company has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) . Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and Notes, this Indenture (with respect to such Notes) and the Security Documents (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.11, 4.12 and Section 3.15 hereof, 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, 4.13 and the operation of Section 6.01(35.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to this Section 8.01(b)(ii)Company only), Section 6.01(46.01(g) (with respect to Significant Subsidiaries of the Company only), 6.0l(h), 6.01(i), 6.01(j) and Section 6.01(56.01(k) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the Company may elect obligations of each Note Guarantor with respect to have the Guarantee terminateNotes, this Indenture and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c), 6.01(d), 6.01(e), 6.01(f) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to Section 8.01(b)(ii) aboveCompany only), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(4). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(cd) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.05 and Section 8.05 hereof 8.06 shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture and the Notes shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes, as expressly provided for in this Indenture) hereof, when as to all outstanding Notes when:
(i)(xi) the Company delivers Issuer has paid or caused to be paid all sums payable by it under this Indenture;
(ii) either (A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation; or (yB) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payablepayable by reason of the mailing, whether at maturity or upon electronic delivery if the Notes are held by DTC, of a notice of redemption or otherwise 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 of redemption by the Trustee in the name and at the expense of the Company and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and non-callable U.S. Government Obligations, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on ; provided that the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or the any Note Guarantor is a party or by which the Company Issuer or the any Note Guarantor is bound; bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);
(iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and
(iv) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the Holders (“legal defeasance Legal Defeasance option”), 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 (ii) its obligations underunder Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.15 and 4.16, Section 3.025.01(a)(iii) and (b)(iii), Section 3.03, 6.01(c) with respect to Section 3.04, Section 3.05, Section 3.08, Section 3.09 5.01(a) and Section 3.15 hereof, 5.01(b) 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant other events set forth in such clause, Section 6.01(d) with respect to this Section 8.01(b)(ii)such other covenants, and Sections 6.01(e), Section 6.01(4(f), (g) and Section 6.01(5(h) hereof(“Covenant Defeasance option”) shall be deemed not to be Events of Default upon, among other things, the irrevocable deposit with the Trustee, in trust, of cash in U.S. dollars, U.S. Government Obligations or a combination thereof that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the events specified Notes on the Stated Maturity of such payments in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as accordance with the “covenant defeasance option”), but except as specified above, the remainder terms of this Indenture and the Notes, the satisfaction of the provisions described in Section 8.01(a)(ii) and the delivery by the Issuer to the Trustee of an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that, subject to customary assumptions and exclusions, beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be unaffected therebysubject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit and defeasance had not occurred. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the Company event the Issuer exercises its covenant defeasance option, the Company may elect option to have the Guarantee terminate. If the Company exercises its legal defeasance option omit compliance with certain covenants and provisions of this Indenture with respect to the Notes, payment Notes as described in this Section 8.01(b) and the Notes are declared due and payable because of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because occurrence of an Event of Default specified that remains applicable, the amount of cash in Section 6.01(3) (only U.S. dollars and/or U.S. Government Obligations on deposit with respect the Trustee will be sufficient to pay amounts due on the covenants terminated pursuant Notes at the time of their Stated Maturity but may not be sufficient to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction pay amounts due on the Notes at the time of the conditions set forth herein and upon request acceleration resulting from such Event of the CompanyDefault. However, the Trustee Issuer and the Note Guarantors shall acknowledge in writing the discharge of those obligations that the Company terminatesremain liable for such payments.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof), the CompanyIssuer’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and indemnities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights, protections, privileges, indemnities and immunities of the Trustee under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (Coronado Global Resources Inc.), Indenture (Coronado Global Resources Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyRedemption Date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or any guarantor, if applicable, pays all other sums payable hereunder by the Guarantor has paid or caused Company and any guarantor, if applicable, then this Indenture shall, subject to Section 8.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (or any guarantor, if applicable, accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations and the obligations of any guarantors under the Notes Notes, the applicable guarantees and this Indenture as it relates to such Notes and related guarantees (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereofobligations, and the Company may omit to comply with and shall have no liability in respect obligations of any termguarantor, condition or limitation set forth in any such covenantunder Sections 4.02, whether directly or indirectly4.03 and 4.04, 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, Article 5 and the operation of Section 6.01(3Sections 6.01(c) (only with respect and 6.01(e) as it relates to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) Notes and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default related guarantees (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 Company may exercise its legal defeasance option as it relates to the Notes notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect option as it relates to have the Guarantee terminatesuch Notes. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveor 6.01(e), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, Company the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s or any guarantor’s, if applicable, obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.094.01, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section Sections 7.07, Section 8.04 and Section 8.05 hereof shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: First Supplemental Indenture (Southwest Gas Corp), First Supplemental Indenture (Southwest Gas Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.,
Appears in 2 contracts
Samples: Indenture (Bunge LTD), Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.;
Appears in 2 contracts
Samples: Indenture (Bunge LTD), Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights and immunities of the Trustee and rights of transfer or exchange of the Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes when:
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, when (i)(x) stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that with respect to any discharge of such Notes that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. The Guarantees will be released as provided herein upon a discharge in accordance with this Section 8.01(a).
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.15 and Section 3.15 hereof, 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 document4.16, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Significant Subsidiaries or any group of Subsidiaries that together would constitute a Significant Subsidiary), Section 6.01(46.01(h) and Section 6.01(56.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee of the Company may elect to have the Guarantee terminateNotes. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and (g), with respect only to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (XPO, Inc.), Indenture (XPO, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers all outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes that have been replaced or paid) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) shall become due and payable at their Stated Maturity within one year year, or (C) 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 name, and at the expense expense, of the Company and the Company Issuers, and, in each case of this clause (ii), an Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of (immediately available to the Holders money in the case of clause (ii)(A)) in U.S. dollarsdollars in an amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default an Issuer or Event of Default shall have occurred any Guarantor pays all other sums payable hereunder by the Issuers and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofGuarantors, or constitute a default underthen this Indenture shall, any other instrument subject to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuers accompanied by an Officer’s Officers’ Certificate from the Issuers and an Opinion of Counsel stating from the Issuers that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company an Issuer or any Guarantor at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.2, Section 3.024.3, Section 3.034.4, Section 3.044.5, Section 3.054.6, Section 3.084.7, Section 3.09 4.8, 4.12 and Section 3.15 hereof, 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, 4.13 and the operation of Section 6.01(3Sections 6.1(3), 6.1(4) and 6.1(7) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company An Issuer or any Guarantor may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company an Issuer or any Guarantor exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company an Issuer or any Guarantor exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(3), Section 6.01(46.1(4) and Section 6.01(5) hereofor 6.1(7). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Company an Issuer or any Guarantor terminates.
(c) Notwithstanding clause (a) above or the provisions exercise of Section 8.01(a) and (b) hereofa legal defeasance option, the Company’s Issuers’ obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.074.1, Section 2.084.9, Section 2.094.10, Section 2.104.11, Section 3.017.7, Section 3.067.8, Section 3.078.4, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuers’ and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofa series of Notes, when (i)(xi) the 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 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or will (B) the Notes of such series shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes of such Notes not theretofore delivered series, including interest thereon to the Trustee for cancellation for principal and premium, if anymaturity or such Redemption Date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or any guarantor, if applicable, pays all other sums payable hereunder by the Guarantor has paid or caused Company and any guarantor, if applicable, then this Indenture shall, subject to Section 8.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (or any guarantor, if applicable, accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations and the obligations of any guarantors under the Notes of a series, the applicable guarantees and this Indenture as it relates to such Notes and related guarantees (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereofobligations, and the Company may omit to comply with and shall have no liability in respect obligations of any termguarantor, 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, under Section 4.02 and Section 4.03 and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 6.01(b), Section 6.01(46.01(c), 6.01(d) and Section 6.01(56.01(f) hereof, as it relates to a series of Notes and the events specified in such Sections shall no longer constitute an Event of Default related guarantees (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 Company may exercise its legal defeasance option as it relates to a series of Notes notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect option as it relates to have the Guarantee terminatesuch Notes. If the Company exercises its legal defeasance option with respect to the NotesNotes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.01(b), Section 6.01(46.01(c), 6.01(d) and Section 6.01(5) hereofor 6.01(f). Upon satisfaction of the conditions set forth herein and upon request of the Company, Company the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s or any guarantor’s, if applicable, obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.094.01, Section 2.104.06, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes of each series have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section Sections 7.07, Section 8.04 and Section 8.05 hereof shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Samples: Indenture (Whole Foods Market Inc), Indenture (Whole Foods Market Inc)
Discharge of Liability on Notes; Defeasance. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Notes when either:
(ai) Subject to Section 8.01(b) hereofall Notes theretofore authenticated and delivered, when (i)(x) except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from trust, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation; or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or otherwise, 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 of redemption by the Trustee in the name name, and at the expense expense, of the Company and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but not including, the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which redemption together with irrevocable instructions from the Company to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Guarantor is a party or by which redemption date, as the Company or the Guarantor is bound; case may be;
(iiib) the Company or and/or the Guarantor has Guarantors have paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(ivc) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel to the Trustee 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 Company.
(b) satisfied. Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company may, at its option and at any time may terminate time, elect to discharge (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.11, 4.12, 4.14 and Section 3.15 hereof, and 4.15 for the Company may omit to comply with and shall have no liability in respect benefit 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, the Holders and the operation of Section 6.01(35.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to this Section 8.01(b)(ii)Company only), Section 6.01(46.01(h) (with respect to Significant Subsidiaries of the Company only) and Section 6.01(56.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, ) for the remainder benefit of this Indenture and the Notes shall be unaffected therebyHolders. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the Company may elect to have obligations of each Guarantor under its Guarantee of the Guarantee terminateNotes shall be terminated simultaneously with the termination of such obligations so long as no Notes are then outstanding. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to Section 8.01(b)(ii) aboveCompany only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) or because of the failure of the Company to comply with subclause (a)(iv) of Section 6.01(4) and Section 6.01(5) hereof5.01. Upon satisfaction of the conditions set forth herein and upon request of and at the expense of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) . Notwithstanding the provisions of Section 8.01(a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.05 and Section 8.05 hereof 8.06 shall survivesurvive such satisfaction and discharge.
Appears in 2 contracts
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofEuros, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.083.07, Section 3.09 3.08 and Section 3.15 3.14 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.06, Section 3.073.09, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, 7.07 and Section 8.04 and Section 8.05 hereof shall survive.
Appears in 2 contracts
Samples: Indenture (Bunge Limited Finance Corp), Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect as to all Notes issued hereunder when:
(1) hereofeither (A) all the Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Issuer, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation; or (yB) all outstanding the Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity payable by reason of the mailing of a notice of redemption or upon redemption otherwise 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 of redemption by the Trustee in the name and at the expense of the Company and the Company Issuer or the Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money of the affected Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and non-callable Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ;
(ii2) no Default or Event of Default shall have has occurred and be is continuing on the date of the deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit or shall occur as a result of such deposit deposit) and such the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or the Guarantor is a party or by which the Company Issuer or the Guarantor is bound; ;
(iii3) the Company Issuer or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be. In addition, then the Trustee Issuer shall acknowledge satisfaction deliver at its cost and discharge of this Indenture on demand of the Company (accompanied by expense an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject to Section 8.01(cSections 9.1(e) and Section 8.02 hereof9.2, the Company Issuer may at any time may elect to terminate (i) some or all of its obligations under the outstanding Notes and this Indenture (hereinafter, “legal defeasance optionLegal Defeasance”)) except for obligations under Sections 2.3, 2.6 and 2.7 and obligations under the TIA. The Issuer may terminate its obligations (1) under Sections 4.5 through 4.7, and after giving effect (2) under Section 6.1(a)(6) and (7) (with respect to such legal defeasanceRestricted Subsidiaries) on a date the conditions set forth in Section 9.2 are satisfied (hereinafter, “Covenant Defeasance”) and thereafter, any omission to comply with such obligations shall no longer any covenant referred to in clause (2) above will not
constitute a Default or an Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 therebyNotes. The Company Issuer may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. .
(c) If the Company Issuer exercises its covenant defeasance Legal Defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(iithereto.
(d) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(ce) Notwithstanding the provisions of Section 8.01(asubsections (a) and (b) hereofabove, the CompanyIssuer’s obligations in Section 2.02Sections 2.3, Section 2.032.5, Section 2.042.6, Section 2.052.7, Section 2.067.7, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 9.5 and in this Article 8 9.6 shall survive until such time as the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section 7.07Sections 7.7, Section 8.04 9.5 and Section 8.05 hereof 9.6 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereof306 of the Base Indenture and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered by the Company to the Trustee for cancellation or (yB) all outstanding Notes that have not theretofore been delivered by the Company to the Trustee for cancellation have become due and payable, whether at maturity Maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three hereof and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest (including Additional Interest, if any) to the date of maturity Maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Maturity or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 902(c) and Section 8.02 903 hereof, the Company may, at its option, and at any time may elect to terminate (i) all of its and the Guarantors’ obligations under the Notes Notes, any Subsidiary Guarantees and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, and the Company may omit to comply with Guarantors’ obligations under Section 502(3) and shall have no liability in respect of any termSections 404, condition or limitation set forth in any such covenant405, whether directly or indirectly406, 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 document407, 408, 409, 410 and 411 hereof, and the operation of Section 6.01(3602(c) hereof (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (iidue to a failure to meet obligations under Section 502(3) being referred to as the “covenant defeasance option”hereof) and Sections 602(d), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) abovee), Section 6.01(4(f) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.and
Appears in 1 contract
Samples: First Supplemental Indenture (Regal Entertainment Group)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.07) have been canceled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment a nationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent public accountants delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal amount of and premiuminterest 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 Interest, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result if in a breach or violation of, or constitute a default under, any other instrument to which either case the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 9.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall -57- acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 9.01(c) and Section 8.02 hereof9.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“"legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 and Section 3.15 hereof, 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 documentArticle 5, and the operation of Section 6.01(3Sections 6.01(c), 7.01(f), 7.01(g), 7.01(h) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Significant Subsidiaries) and Section 6.01(57.01 (i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause with respect to Significant Subsidiaries) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(37.01(d), 7.01(f), 7.01(g), 7.01(h) (only with respect only to Significant Subsidiaries) or 7.01(i) (with respect only to Significant Subsidiaries) or the covenants terminated pursuant failure of the Company to comply with Section 8.01(b)(ii) above6.01(c), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s 's obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.088.07, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.08 and in this Article 8 9 shall survive until the Notes have been paid in full. Thereafter, the Company’s 's obligations in Section 7.07Sections 8.07, Section 8.04 9.05 and Section 8.05 hereof 9.06 shall survive.
Appears in 1 contract
Samples: Indenture (Cincinnati Bell Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.053.07, Section 3.08, Section 3.09 3.08 and Section 3.15 3.14 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.05, Section 3.06, Section 3.073.09, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its the obligations underof the Company and any Subsidiary Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and Section 3.15 hereof, 4.1(iii) 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 covenantcovenant 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 documentdocument 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(3) , and the operation of Section 6.01(36.1(4), 6.1(5), 6.1(6), 6.1(7) (but only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), Section 6.01(46.1(8) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary) and Section 6.01(56.1(9) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee Subsidiary Guarantees in effect at such time shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.1(3) (but only as it relates to an Event of Default as a result of a default under Section 4.1(iii), 6.1(4) (as such Section relates to Sections 3.2, 3.3, 3.4, 3.5,3.6, 3.7,3.8,3.9, 3.10, 3.11, 3.12 and 3.13), 6.1(5), 6.1(6), 6.1(7) (but only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) abovea Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), Section 6.01(46.1(8) (but only with respect to a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(9) and Section 6.01(56.1(10) hereofor because of the failure to comply with clause (iii) of Article IV. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.072.8, Section 2.082.9, Section 2.097.1, Section 2.107.2, Section 3.017.7, Section 3.067.8, Section 3.078.4, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Earth Products, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b9.1(c) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.9 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c9.1(c) and Section 8.02 9.2 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.023.2, Section 3.033.3, Section 3.043.4, Section 3.053.5, Section 3.083.6, Section 3.09 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.13 and Section 3.15 3.14 hereof, 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 the operation of Section 6.01(3Sections 7.1(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii9.1(b)(ii)), Section 6.01(47.1(4), 7.1(5), 7.1(6) and Section 6.01(57.1(7) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(37.1(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii9.1(b)(ii) above), Section 6.01(47.1(4), 7.1(5), 7.1(6) and Section 6.01(5) hereofor 7.1(7)hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a9.1(a) and (b) hereof, the Company’s obligations in Section 2.022.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.07, Section 2.08, Section 2.092.9, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.07, Section 3.103.1, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.073.16, Section 7.073.17, Section 7.08 3.18, Section 3.19, Section 7.7, Section 8.7, Section 8.8 hereof and in this Article 8 IX shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.078.7, Section 8.04 9.4 and Section 8.05 9.5 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company Issuer delivers to the Trustee all outstanding authenticated Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9 and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable whether at maturity or upon redemption pursuant to Article V hereof, or will shall 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 a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V and the Company Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor Issuer is a party or by which the Company or the Guarantor Issuer is bound; (iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it to the Trustee under this Indenture and the Notes; and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company Issuer at its option and at any time may terminate (i) all its the obligations of the Issuer and any Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”), 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 (ii) its the obligations underof the Issuer and any Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21 and Section 3.15 hereof, 4.2(a)(iv) and the Company Collateral Documents and the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(36.1(a)(iii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii4.2(a)(iv)), 6.1(a)(iv) (only with respect to such covenants), 6.1(a)(v) (only with respect to such covenants), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), Section 6.01(46.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company Issuer exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to Section 4.2(a)(iv)), 6.1(a)(iv) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(v) (only with respect to the covenants subject to such covenant defeasance), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(ix), 6.1(a)(x) or 6.1(a)(xi) or because of the failure of the Issuer to comply with Section 6.01(4) and Section 6.01(5) hereof4.2(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the CompanyIssuer’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.073.1, Section 3.106.7, Section 3.116.8, Section 3.127.1, Section 3.137.2, Section 3.147.6, Section 3.157.7, Section 6.078.1(b) (with respect to legal defeasance), Section 7.078.3, Section 7.08 hereof 8.4, 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (American Axle & Manufacturing Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”), 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 (ii) its the obligations underof the Company and any Subsidiary Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.15 and Section 3.15 hereof, 4.1(a)(iv) and the Collateral Documents and the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(36.1(a)(iii) (only with respect to Section 3.9, 6.1(a)(iv) (only with respect to such covenants), 6.1(a)(v) (only with respect to such covenants), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to this Section 8.01(b)(iilatest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), Section 6.01(46.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to Section 3.9, 6.1(a)(iv) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(v) (only with respect to the covenants subject to such covenant defeasance), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) or 6.1(a)(ix), 6.1(a)(x) or 6.1(a)(xi) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof4.1(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.106.8, Section 3.117.1, Section 3.127.2, Section 3.137.6, Section 3.147.7, Section 3.158.1(b) (with respect to legal defeasance), Section 6.078.3, Section 7.078.4, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations which mature prior to the Payment Date, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof, 8.2 the Company at its option and at any time may terminate (i) all its the obligations of the Company under the Notes and this 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 (ii) its the obligations underof the Company under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8 and Section 3.15 hereof3.9, 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 covenantcovenant 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 documentdocument 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), and the operation of Section 6.01(36.1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)its Subsidiaries), Section 6.01(46.1(a)(viii) (only with respect to its Subsidiaries) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii), 6.1(a)(iv), 6.1(a)(v) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), Section 6.01(46.1(a)(vi), 6.1(a)(vii) and Section 6.01(5(only with respect to its Subsidiaries), 6.1(a)(viii) hereof(only with respect to its Subsidiaries) or 6.1(a)(ix). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.57
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.7, Section 3.148.1(b) (with respect to legal defeasance), Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (FedNat Holding Co)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7 or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. Upon the satisfaction of the foregoing conditions and upon the request of the Company, the Trustee shall acknowledge satisfaction and discharge subject to its receipt of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating and an Officers’ Certificate shall acknowledge in writing that all conditions precedent specified herein relating this Indenture, subject to the satisfaction Section 8.1(c), ceases to be of further force and discharge of this Indenture have been complied with) and at the cost and expense of the Companyeffect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”), 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 (ii) its the obligations underof the Company and any Subsidiary Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.15 and Section 3.15 hereof, 4.1(a)(iv) and the Collateral Documents and the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(36.1(a)(iii) (only with respect to Section 3.9), 6.1(a)(iv) (only with respect to such covenants), 6.1(a)(v) (only with respect to such covenants), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to this Section 8.01(b)(iilatest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), Section 6.01(46.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to Section 3.9), 6.1(a)(iv) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(v) (only with respect to the covenants subject to such covenant defeasance), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) or 6.1(a)(ix), 6.1(a)(x) or 6.1(a)(xi) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof4.1(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.106.8, Section 3.117.1, Section 3.127.2, Section 3.137.6, Section 3.147.7, Section 3.158.1(b) (with respect to legal defeasance), Section 6.078.3, Section 7.078.4, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuers have paid or caused to be paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or will become due and payable otherwise, (2) mature within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee in the name and at the expense of the Company and the Company or the Guarantor Issuers irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, sufficient in such amounts as will be sufficient without consideration the opinion of any reinvestment of interest a nationally recognized accounting or investment banking firm, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of at maturity or redemptionupon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (iiC) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or Event of Default shall have the Notes issued hereunder has occurred and be is continuing on the date of such the deposit, (D) the deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor any Issuer is a party or by which the Company or the Guarantor any Issuer is bound; , and (iiiE) the Company Issuers pay or the Guarantor has paid or caused cause to be paid all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions shall, subject to the Trustee under this Indenture Section 8.01(c), cease to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Company (Issuers accompanied by an Officer’s 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 CompanyIssuers.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company Issuers at any time may terminate (i) all its of their obligations and the obligations of the Guarantors under the Notes Notes, the Note Guarantees and this Indenture Indenture, as applicable (“legal defeasance option”), 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 (ii) its the obligations underunder Sections 4.03, Section 3.024.04, Section 3.034.05, Section 3.044.06, Section 3.054.07, Section 3.084.08, Section 3.09 4.09, 4.10, 4.11, 4.12 and Section 3.15 hereof4.14, and the Company may omit to comply with and shall have no liability in respect operations 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 the operation of Section 6.01(3Sections 6.01(d) (only with respect to the covenants terminated pursuant to under Article 4 identified in this Section 8.01(b)(ii)sentence), Section 6.01(46.01(e), 6.01(f), 6.01(g) and Section 6.01(56.01(h) hereof(but, in the case of Sections 6.01(g) and 6.01(h), with respect only to Significant Subsidiaries) and the events specified limitations contained in such Sections shall no longer constitute an Event of Default Section 5.02(e) (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above. If the Issuers exercise their legal defeasance option, the remainder of this Indenture and the Notes Note Guarantees in effect at such time shall be unaffected therebyautomatically released. If the Issuers exercise their covenant defeasance option, the Note Guarantees (other than the Note Guarantee of the Parent Guarantor) in effect at such time shall be automatically released. The Company Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. If the Company exercises its covenant Issuers exercise their legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its Issuers exercise their covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(d) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveof Article 4 identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g) (with respect only to Significant Subsidiaries), 6.01(h) (with respect only to Significant Subsidiaries) or 6.01(i) (other than with respect to the Note Guarantee of the Parent Guarantor) or because of the failure of the Parent Guarantor to comply with the limitations contained in Section 6.01(4) and Section 6.01(5) hereof5.02(e). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuers, accompanied by an Officer’s 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 Company terminatesIssuers terminate.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofin this Section 8.01, the Company’s Issuers’ obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s Issuers’ obligations in Section 7.07, Section 8.04 Sections 7.07 and Section 8.05 hereof shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii)(A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as in trust funds in trust solely for the benefit of the Holders money U.S. dollars in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Section 4.2, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 4.3 and Section 3.15 hereof, 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, 4.8 and the operation of Section 6.01(3Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(8) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(3), Section 6.01(46.1(4), 6.1(5) and Section 6.01(5) hereofor 6.1(8). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.7, Section 2.064.1, Section 2.074.6, Section 2.087.7, Section 2.097.8, Section 2.108.4, Section 3.018.5, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (Expedia, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, payable whether at maturity or upon redemption pursuant to Article V 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 a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”), 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 (ii) its the obligations underof the Company and any Subsidiary Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.19 and Section 3.15 hereof, 4.1(a)(iii) and the Collateral Documents and the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(36.1(a)(iii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii4.1(a)(iii)), 6.1(a)(iv) (only with respect to such covenants), 6.1(a)(v) (only with respect to such covenants), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), Section 6.01(46.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to Section 4.1(a)(iii)), 6.1(a)(iv) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(v) (only with respect to the covenants subject to such covenant defeasance), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) or 6.1(a)(ix), 6.1(a)(x) or 6.1(a)(xi) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof4.1(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.073.1, Section 3.106.7, Section 3.116.8, Section 3.127.1, Section 3.137.2, Section 3.147.6, Section 3.157.7, Section 6.078.1(b) (with respect to legal defeasance), Section 7.078.3, Section 7.08 hereof 8.4, 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Blockbuster Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights and immunities of the Trustee and the Notes Collateral Agent and rights of transfer or exchange of Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes of a series when:
(i) either (A) all the Notes of such series theretofore authenticated and delivered (except lost, when (i)(x) stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes of such series not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness and Obligations on the Notes of such Notes series not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes of such series to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that with respect to any discharge of such Notes that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture in respect of the Notes of such series; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture with respect to the holders of the Notes of such series (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.15 and Section 3.15 hereof, 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 document4.16, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes of such series, and Sections 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Significant Subsidiaries only) and Section 6.01(56.01(h) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option with respect to Notes of a series notwithstanding its prior exercise of its covenant defeasance optionoption with respect to the Notes of such series. If the Company exercises its legal defeasance option or its covenant defeasance optionoption with respect to any series of Notes, each Guarantor will be released from all of its obligations with respect to its Guarantee of the Company may elect to have Notes of the Guarantee terminateapplicable series. If the Company exercises its legal defeasance option with respect to the NotesNotes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the NotesNotes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and (g), with respect only to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.03, 8.04, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (Gap Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes Notes, the Subsidiary Guarantees and this Indenture (“"legal defeasance option”"), 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 (ii) its the obligations underof the Company and any Subsidiary Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and Section 3.15 hereof, 4.1 (iii) 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 covenantcovenant 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, document and the operation of Section 6.01(3) (only such omission to comply with respect to the such covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections or provisions shall no longer constitute a Default or an Event of Default (clause (iiunder Sections 6.1(3) being referred to as the “covenant defeasance option”, 6.1(4), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above6.1(5), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company6.1(7), the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.6.1
Appears in 1 contract
Samples: Indenture (Quiksilver Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights and immunities of the Trustee and rights of transfer or exchange of Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes when:
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, when (i)(x) stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness and Obligations on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to 10:00 a.m., New York City time, on the date of the redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.15 and Section 3.15 hereof, 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 document4.16, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Significant Subsidiaries only) and Section 6.01(56.01(h) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and (g), with respect only to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (XPO Logistics, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereofor paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon the satisfaction of the foregoing conditions and upon the request of the Company, the Trustee shall acknowledge satisfaction and discharge subject to its receipt of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating and an Officers’ Certificate shall acknowledge in writing that all conditions precedent specified herein relating this Indenture, subject to the satisfaction Section 8.01(c), ceases to be of further force and discharge of this Indenture have been complied with) and at the cost and expense of the Companyeffect.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”), 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 (ii) its the obligations under, Section of the Company and any Subsidiary Guarantor under Sections 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.06, 3.07, 3.08, Section 3.09 3.10, 3.11, 3.12, 3.15 and Section 3.15 hereof, 4.01(a)(iv) and the Collateral Documents and the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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 documentdocument and such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(a)(iii), and the operation of Section 6.01(36.01(a)(iv) (only with respect to such covenants), 6.01(a)(v) (only with respect to such covenants), 6.01(a)(vi), 6.01(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to this Section 8.01(b)(iilatest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), Section 6.01(46.01(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) and Section 6.01(56.01(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.01(a)(iii), 6.01(a)(iv) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.01(a)(v) (only with respect to the covenants subject to such covenant defeasance), 6.01(a)(vi), 6.01(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.01(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) or 6.01(a)(ix), 6.01(a)(x) or 6.01(a)(xi) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof4.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section Sections 8.01(a) and (b) hereof), the Company’s obligations in Section Sections 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.12, 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 6.08, 7.01, 7.02, 7.06, 7.07, Section 7.08 hereof 8.01(b) (with respect to legal defeasance), 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.07, Section 7.06, 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.deposited
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, which mature prior to the Payment Date, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Early Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof, 8.2 the Company at its option and at any time may terminate (i) all its the obligations of the Company under the Notes and this 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 (ii) its the obligations underof the Company under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.16, 3.17, 3.20, 3.21, 3.22, 5.1 and Section 3.15 hereof, 5.9 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 covenantcovenant 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 documentdocument and such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Sections 6.1(a)(iv), and the operation of Section 6.01(36.1(a)(v), 6.1(a)(vi), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)its Subsidiaries), Section 6.01(46.1(a)(x), 6.1(a)(xi) (only with respect to its Material Subsidiaries), 6.1(a)(xii), 6.1(a)(xv) and Section 6.01(56.1(a)(xvi) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveits Subsidiaries), Section 6.01(46.1(a)(x), 6.1(a)(xi) (only with respect to its Material Subsidiaries), 6.1(a)(xii), 6.1(a)(xv) and Section 6.01(5) hereof6.1(a)(xvi). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.7, Section 3.148.1(b) (with respect to legal defeasance), Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereofSection 2.07) have been delivered to the Trustee for cancellation and the Issuers have paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee Issuers irrevocably deposit in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited trust with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be thereof sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption all principal of and premium, if any, and accrued interest on the Notes (other than Notes replaced pursuant to Section 2.07) to maturity or redemption within one year, as evidenced by an Officers’ Certificate of the Issuers; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Section 8.01(a) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of maturity or the notice of redemption, with any deficit as of the Redemption Date (iiany such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to Redemption Date, (C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor an Issuer is a party or by which the Company or the Guarantor it is bound; , and (iiiE) the Company or the Guarantor has paid or caused to be paid Issuers pay all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; Issuers’ obligations under the Note Documents in respect of the Notes (including, for the avoidance of doubt, the Second Lien Security Documents) shall, subject to Section 8.01(c), be discharged and (iv) the Company has delivered irrevocable instructions cease to the Trustee under this Indenture to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Issuers’ obligations under the Note Documents in respect of the Notes on written demand of the Company (Issuers accompanied by an Officer’s 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 CompanyIssuers. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least two Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.
(b) Subject to Section 8.01(cSections 8.01(c) and Section 8.02 hereof8.02, the Company Issuers at any time may terminate (i) all its of their obligations under the Notes and Notes, this Indenture and the other Note Documents in respect of the Notes (“legal defeasance option”), 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 (ii) its their obligations underunder Sections 4.01, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20, 4.22 and Section 3.15 hereof4.23, 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, Article 5 and the operation of Section 6.01(3Sections 6.01(c) (only with respect to the covenants terminated pursuant to of Article 4 and Article 5 identified in this Section 8.01(b)(iiclause (ii)), Section 6.01(46.01(d), 6.01(e), 6.01(f) or 6.01(g) (but, in the case of Sections 6.01(f) and Section 6.01(56.01(g), with respect only to Significant Subsidiaries) hereof, and the events specified in such Sections shall no longer constitute an Event of Default or 6.01(h) (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 Company Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. If the Company exercises its covenant Issuers exercise their legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its Issuers exercise their covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Section 6.01(c) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveof Article 4 and Article 5 identified in Section 8.01(b)(ii)), Section 6.01(46.01(d), 6.01(e), 6.01(f) or 6.01(g) (but, in the case of Sections 6.01(f) and Section 6.01(56.01(g), with respect only to Significant Subsidiaries) hereofor 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuers, 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 Company terminatesIssuers terminate.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b(b) hereofabove, the Company’s Issuers’ obligations in Section 2.02Sections 2.04, Section 2.032.05, Section 2.042.06, Section 2.052.07, Section 2.067.07, Section 2.077.08, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s Issuers’ obligations in Section 7.07, Section 8.04 Sections 7.07 and Section 8.05 hereof 8.05 shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Samples: Indenture (Valaris LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes that have been authenticated , (other than Notes replaced pursuant to Section 2.07 hereof2.7 or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making of a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable at their Stated Maturity within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds funds, in trust solely for the benefit of the Holders money Holders, in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity Stated Maturity or redemptionthe applicable Redemption Date, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, one or more agreements or instruments pursuant to which there is outstanding indebtedness for money borrowed by the Company or any other instrument of its Restricted Subsidiaries in an aggregate principal amount in excess of $10.0 million or, in the case of a revolving credit facility, pursuant to which the Company or any of its Restricted Subsidiaries may make aggregate borrowings in excess of $10.0 million (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity the Stated Maturity or the applicable Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), be discharged and cease to be of further effect and the Xxx Legacy Collateral and the Pulitzer Collateral shall be released from all Liens in favor of the Collateral Agent for the benefit of the Holders all Subsidiary Guarantees shall be released and the Company (accompanied by and the Subsidiary Guarantors shall be released from all of their obligations under this Indenture, the Notes and the Subsidiary Guarantees and, as they relate to this Indenture, the Collateral Documents, the Notes and the Subsidiary Guarantees, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement. In addition, the Company shall deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, limitations and exclusions) to the Trustee stating that all conditions precedent specified herein relating set forth in this Indenture to the such satisfaction and discharge of pursuant to this Indenture Section 8.1(a) have been complied with) and at the cost and expense of the Companysatisfied.
(b) Subject to Section 8.01(c) and Section 8.02 hereofthe requirements below, the Company at its option and at any time time, may terminate (i) all its obligations the Obligations of the Company and the Subsidiary Guarantors under the Notes Notes, this Indenture, the Subsidiary Guarantees and this Indenture the Collateral Documents (“legal defeasance optionLegal Defeasance Option”), 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 (ii) its the obligations underof the Company and the Subsidiary Guarantors under Sections 3.2 through 3.12, 3.15, 3.16, 4.1 and 4.2 (other than clauses (1), (2), (3) and (6) of Section 3.024.1(a) and clauses (1)(a), (b) and (c) of Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 4.2(a)) and the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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 documentdocuments 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)(3) or 6.1(a)(4) and, without limitation to the foregoing, the operation of Section 6.1(a)(5), the operation of Sections 6.1(a)(6) and (7) (in each case, only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest annual or quarterly financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)6.1(a)(8), Section 6.01(46.1(a)(9) and Section 6.01(56.1(a)(10) hereof, shall terminate and the events specified in such Sections provisions shall no longer constitute an Event of Default cease to have any further force or effect (this clause (ii) being referred to as the “covenant defeasance optionCovenant Defeasance Option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option Legal Defeasance Option notwithstanding its prior exercise of its covenant defeasance optionCovenant Defeasance Option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the NotesLegal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the NotesCovenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(3) (other than with respect to the provisions of clauses (1), (2), (3) and (6) of Section 4.1(a) and clauses (1)(a), (b) and (c) of Section 4.2(a)), 6.1(a)(4) (with respect to Sections 3.2 through 3.12, 3.15 and 3.16), 6.1(a)(5), 6.1(a)(6) and (7) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to Section 8.01(b)(ii) abovelatest annual or quarterly financial statements of the Company and its Restricted Subsidiaries), Section 6.01(4would constitute a Significant Subsidiary), 6.1(a)(8), 6.1(a)(9) or 6.1(a)(10). If the Company exercises its Legal Defeasance Option or Covenant Defeasance Option, the Xxx Legacy Collateral and Section 6.01(5) hereofthe Pulitzer Collateral shall be released from all Liens in favor of the Collateral Agent for the benefit of the Holders and the Subsidiary Guarantees will terminate. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations Obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.013.1, Section 3.066.7 and 6.8 and the provisions of Sections 2.7, Section 3.072.8, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.8, Section 3.148.1, Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 7.6, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Lee Enterprises, Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under the Indenture to the Trustees.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and Section 3.15 hereof, 4.3) 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, Article 5 and the operation of Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 4.2, 4.5, 4.6, 4.7, 4.8 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1
(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the events specified in such Sections shall no longer constitute an Event of Default Subsidiary Guarantors) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If .
(i) (but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the Subsidiary Guarantors) or because of the failure of the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminatecomply with Article 5. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereofSubsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee Trustees shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s rights and obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.8, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.077.7, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.8 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s rights and obligations in Section 7.07, Section 8.04 Sections 7.7 and Section 8.05 hereof 8.4 shall survive.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.10) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Guarantor under the Notes Notes, the Note Guarantees and this Indenture (“"legal defeasance option”"), 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 (ii) its the obligations underof the Company and any Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 and Section 3.15 hereof3.18 (other than 4.1), (iii) 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 covenantcovenant 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, document and the operation of Section 6.01(3) (only such omission to comply with respect to the such covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections or provisions shall no longer constitute a Default or an Event of Default under Sections 6.1(4), 6.1(5), 6.1(6), 6.1(7), 6.1(8), 6.1(9) and 6.1(10) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Tango of Arundel, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.07) have been canceled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment a nationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent public accountants delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal amount of and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such 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 if in either case the Redemption Date, as Company pays all other sums payable hereunder by the case may beCompany, then the this Indenture shall, subject to Section 9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 9.01(c) and Section 8.02 hereof9.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 and Section 3.15 hereof, 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 documentArticle 5, and the operation of Section 6.01(3Sections 6.01(c), 7.01(f), 7.01(g), 7.01(h) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Significant Subsidiaries) and Section 6.01(57.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause with respect to Significant Subsidiaries) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Note Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(37.01(d), 7.01(f), 7.01(g), 7.01(h) (only with respect only to Significant Subsidiaries) or 7.01(i) (with respect only to Significant Subsidiaries) or the covenants terminated pursuant failure of the Company to comply with Section 8.01(b)(ii) above6.01(c), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aparagraphs (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.088.07, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.08 and in this Article 8 9 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 8.07, Section 8.04 9.05 and Section 8.05 hereof 9.06 shall survive.
Appears in 1 contract
Samples: Indenture (Cincinnati Bell Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof, 8.2 the Company at its option and at any time may terminate (i) all its the obligations of the Company under the Notes and this 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 (ii) its the obligations underof the Company under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16 and Section 3.15 hereof, 3.17 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 covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(36.1(a)(iii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii3.13), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii), Section 6.01(46.1(a)(viii) (only with respect to its Subsidiaries), 6.1(a)(ix) (only with respect to its Subsidiaries) and Section 6.01(56.1(a)(x) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to Section 3.13), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), Section 6.01(46.1(a)(vii), 6.1(a)(viii) and Section 6.01(5(only with respect to its Subsidiaries), 6.1(a)(ix) hereof(only with respect to its Subsidiaries) or 6.1(a)(x). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.7, Section 3.148.1(b) (with respect to legal defeasance), Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(b) hereof, when (i)(x) the Company delivers be of further effect as to the Trustee all outstanding Notes when either:
(other than i) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced pursuant or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to Section 2.07 hereof) the Issuer or discharged from trust, have been delivered to the Paying Agent for cancellation cancellation; or (yii) all outstanding Notes not theretofore delivered to the Paying Agent for cancellation have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee and the Paying Agent for the giving of notice of redemption by the Trustee Paying Agent in the name name, and at the expense expense, of the Company Issuer and the Company Issuer or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely (or such other entity directed, designated or appointed by the Issuer and reasonably acceptable to the Trustee acting for the Trustee for this purpose), for the benefit of the Holders money Holders, cash in U.S. dollarseuros, non-callable U.S. European Government Securities, Obligations denominated in euro or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee Paying Agent for cancellation for principal and principal, premium, if any, and accrued interest to to, but not including, the date of maturity or redemptionredemption together with irrevocable instructions from the Issuer to the Trustee (or such other entity directed, (ii designated or appointed by Xxxxxx and reasonably acceptable to the Trustee, acting for the Trustee for this purpose) no Default or Event and the Paying Agent to apply the deposited money toward the payment of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Notes at maturity or the Guarantor is a party or by which redemption date, as the Company or the Guarantor is bound; case may be;
(iiib) the Company or Issuer and/or the Guarantor has Guarantors have paid or caused to be paid all sums payable by it them under this Indenture and the NotesIndenture; and and
(ivc) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel to the Trustee 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 Company.
(b) . Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company Issuer may, at its option and at any time may terminate time, elect to discharge (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.11 and Section 3.15 hereof, 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, 4.12 and the operation of Section 6.01(35.01 and Sections 6.01(a)(iii), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii) (only with respect to Significant Subsidiaries of Parent and any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to this Section 8.01(b)(ii)latest audited consolidated financial statements for Parent) would constitute a Significant Subsidiary only), Section 6.01(46.01(a)(viii) (with respect to Significant Subsidiaries of Parent and any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for Parent) would constitute a Significant Subsidiary only) and Section 6.01(56.01(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, ) with respect to the remainder of this Indenture and the Notes shall be unaffected therebyoutstanding Notes. The Company Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the Company exercises event that the Issuer terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option or their covenant defeasance option, the Company may elect to have obligations of each Guarantor under its Guarantee of the Guarantee terminateNotes shall be terminated simultaneously with the termination of such obligations so long as no Notes are then outstanding. If the Company Issuer exercises its legal defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(36.01(a)(iii), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii) (only with respect to Significant Subsidiaries of Parent and any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to Section 8.01(b)(iilatest audited consolidated financial statements for Parent) abovewould constitute a Significant Subsidiary only), 6.01(a)(viii) (with respect to Significant Subsidiaries of Parent and any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for Parent) would constitute a Significant Subsidiary only), 6.01(a)(ix) or because of the failure of the Issuer to comply with subclause (a)(iv) of Section 6.01(4) and Section 6.01(5) hereof5.01. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee and the Paying Agent shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(c) . Notwithstanding the provisions of Section 8.01(a) and (b) hereofabove, the CompanyIssuer’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.107.06, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.07 and in this Article 8 Eight shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section 7.07Sections 7.06, Section 8.04 8.05 and Section 8.05 hereof 8.06 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuers have paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee Issuers irrevocably deposit in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited trust with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be thereof sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption all principal of and premium, if any, and accrued interest on the Notes (other than Notes replaced pursuant to Section 2.07) to maturity or redemption within one year, as evidenced by an Officers’ Certificate of the Issuers; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Section 8.01(a) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of maturity or the notice of redemption, with any deficit as of the Redemption Date (iiany such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to Redemption Date, (C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor an Issuer is a party or by which the Company or the Guarantor it is bound; , and (iiiE) the Company or the Guarantor has paid or caused to be paid Issuers pay all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; Issuers’ obligations under the Note Documents in respect of the Notes (including, for the avoidance of doubt, the Second Lien Security Documents) shall, subject to Section 8.01(c), be discharged and (iv) the Company has delivered irrevocable instructions cease to the Trustee under this Indenture to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Issuers’ obligations under the Note Documents in respect of the Notes on written demand of the Company (Issuers accompanied by an Officer’s 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 CompanyIssuers. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least two Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company Issuers at any time may terminate (i) all its of their obligations under the Notes and Notes, this Indenture and the other Note Documents in respect of the Notes (“legal defeasance option”), 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 (ii) its their obligations underunder Sections 4.01, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and Section 3.15 hereof4.16, and the Company may omit to comply with and shall have no liability in respect of any termArticle 5, 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, Article 11 and the operation of Section 6.01(3Sections 6.01(c) or (d) (only with respect to the covenants terminated pursuant to of Article 4 and Article 5 identified in this Section 8.01(b)(iiclause (ii)), Section 6.01(46.01(e), 6.01(f) or 6.01(g) or (h) (but, in the case of Sections 6.01(g) and Section 6.01(56.01(h), with respect only to Significant Subsidiaries) hereofor 6.01(i), and the events specified in such Sections shall no longer constitute an Event of Default (clause j) or (iik) 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 Company Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. If the Company exercises its covenant Issuers exercise their legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its Issuers exercise their covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to in the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereofpreceding paragraph. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuers, 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 Company terminatesIssuers terminate.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s Issuers’ obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s Issuers’ obligations in Section 7.07, Section 8.04 Sections 7.07 and Section 8.05 hereof shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofEuros, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, 7.07 and Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(xi)(A) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (yB) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, 3.08 or Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) The Issuers may discharge their obligations under the Company delivers to Note Documents by irrevocably depositing in trust with or as directed by the Trustee all outstanding money in U.S. Dollars, U.S. Government Obligations or a combination thereof sufficient to pay principal of and interest on the Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory year; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the Trustee for the giving of notice of redemption extent that an amount is deposited with or as directed by the Trustee in equal to the name and at Applicable Premium calculated as if the expense Redemption Date is the date of the Company and notice of redemption, with any deficit as of the Company or Redemption Date (any such amount, the Guarantor irrevocably deposits or causes “Applicable Premium Deficit”) only required to be deposited with or as directed by the Trustee as trust funds on or prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore an Officer’s Certificate 120 delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest at least two Business Days prior to the date of maturity or Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company The Issuers at any time may also terminate (i) all its of their obligations under the Notes and this Indenture Note Documents (“legal defeasance option”), except for particular obligations, including those respecting the defeasance trust and after giving effect obligations to such legal defeasanceregister the transfer or exchange of the Notes, any omission to comply with such obligations shall no longer constitute replace mutilated, destroyed, lost or stolen Notes and to maintain a Default or Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 registrar and Section 3.15 hereof, and the Company may omit to comply with and shall have no liability paying agent in respect of the Notes. The Issuers at any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein time may terminate: (1) the Issuers’ obligations under Sections 3.08 and 4.01 to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document4.27, and (2) the operation of Section 6.01(3) (only the cross-acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, Significant Subsidiaries and the events specified Note Guarantee provisions, described in such Sections shall no longer constitute an Event of Default Section 6.01 (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 Company Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. If the Company exercises its covenant Issuers exercise their legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its Issuers exercise their covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveArticle IV), Section 6.01(46.01(d), Section 6.01(e), Section 6.01(f) or Section 6.01(g) (but, in the case of Sections 6.01(f) and 6.01(g), with respect only to Significant Subsidiaries), or Section 6.01(56.01(h), Section 6.01(i) hereofor Section 6.01 (j)). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuers, accompanied by an Officer’s 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 Company terminatesIssuers terminate.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s Issuers’ obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s Issuers’ obligations in Section 7.07, Section 8.04 Sections 7.07 and Section 8.05 hereof shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Samples: Indenture (Borr Drilling LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Notes and Notes, this Indenture and the Collateral Documents (“legal defeasance option”), 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 (ii) its the obligations underof the Company and any Subsidiary Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12, 3.15 and Section 3.15 hereof, 4.1(a)(iv) and the Collateral Documents and the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(36.1(a)(iii) (only with respect to Section 3.9, 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the covenants terminated pursuant to this Section 8.01(b)(iilatest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), Section 6.01(46.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section
6.1 (a)(iii) (only with respect to Section 6.01(33.9, 6.1(a)(iv), 6.1(a)(v) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(vi), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary) or 6.1(a)(ix), 6.1(a)(x) or 6.1(a)(xi) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof4.1(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.106.8, Section 3.117.1, Section 3.127.2, Section 3.137.6, Section 3.147.7, Section 3.158.1(b) (with respect to legal defeasance), Section 6.078.3, Section 7.078.4, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers all outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes that have been replaced or paid) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders, or upon as a result of the mailing or electronic delivery of a notice of redemption or will pursuant to Article III hereof, (B) shall become due and payable at their Stated Maturity within one year year, or (C) 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 name, and at the expense expense, of the Company and Issuer, and, in each case of this clause (ii), the Company Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of (immediately available to the Holders money in the case of clause (ii)(A)) in U.S. dollarsdollars in an amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default the Issuer or Event of Default shall have occurred any Guarantor pays all other sums payable hereunder by the Issuer and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofGuarantors, or constitute a default underthen this Indenture shall, any other instrument subject to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Section 8.1(e), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate from the Issuer and an Opinion of Counsel stating from the Issuer that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company Issuer or any Guarantor at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.2, Section 3.024.3, Section 3.034.4, Section 3.044.5, Section 3.054.6, Section 3.084.7, Section 3.09 4.8, 4.9, 4.12 and Section 3.15 hereof, 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 document4.13, and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 6.1(a)(3), Section 6.01(46.1(a)(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant 6.1(a)(7)(“covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company Issuer or any Guarantor may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. .
(c) If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company Issuer or any Guarantor exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer or any Guarantor exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(a)(3), Section 6.01(46.1(a)(4) and Section 6.01(5or 6.1(a)(7).
(d) hereof. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer or any Guarantor terminates.
(ce) Notwithstanding clause (a) above or the provisions exercise of Section 8.01(a) and (b) hereofa legal defeasance option, the CompanyIssuer’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.074.1, Section 2.084.10, Section 2.094.11, Section 2.107.7, Section 3.017.8, Section 3.068.4, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereof306 of the Base Indenture and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered by the Company to the Trustee for cancellation or (yB) all outstanding Notes that have not theretofore been delivered by the Company to the Trustee for cancellation have become due and payable, whether at maturity Maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three hereof and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity Maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Maturity or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 902(c) and Section 8.02 903 hereof, the Company may, at its option, and at any time may elect to terminate (i) all of its and the Guarantors’ obligations under the Notes Notes, any Subsidiary Guarantees and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, and the Company may omit to comply with Guarantors’ obligations under Section 502(3) and shall have no liability in respect of any termSections 404, condition or limitation set forth in any such covenant405, whether directly or indirectly406, 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 document407, 408, 409, 410 and 411 hereof, and the operation of Section 6.01(3602(c) hereof (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default due to a failure to meet obligations under Section 502(3) hereof) and Sections 602(d), (clause e), (iif) being referred to as the and (g) hereof (“covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 602(d) hereof (only with respect to the covenants terminated pursuant to Section 8.01(b)(iiSections 404, 405, 406, 407, 408, 409, 410 and 411 hereof, and 502(3) abovehereof), Section 6.01(4(e), (f) and Section 6.01(5or (g) hereof. Upon satisfaction of the conditions set forth herein and upon request and at the expense of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(asubsections (a) and (b) hereofabove, the Company’s obligations in Section 2.02Sections 304, Section 2.03305, Section 2.04306, Section 2.05607, Section 2.06608 and 1002 of the Base Indenture and of Sections 402, Section 2.07403, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 412 and in Article Nine of this Article 8 Second Supplemental Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 607 of the Base Indenture and Sections 904, Section 8.04 905 and Section 8.05 906 hereof shall survive.
Appears in 1 contract
Samples: Second Supplemental Indenture (Regal Entertainment Group)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Early Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof, 8.2 the Company at its option and at any time may terminate (i) all its the obligations of the Company under the Notes and this 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 (ii) its the obligations underof the Company under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.16, 3.19, 3.20 and Section 3.15 hereof, 5.1 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 covenantcovenant 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 documentdocument and such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Sections 6.1(a)(iv), and the operation of Section 6.01(3(v), (vi), (vii), (viii), (ix) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)its Subsidiaries), Section 6.01(4(x), (xi) (only with respect to its Material Subsidiaries) and Section 6.01(5(xii) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(31(a)(iv), Sections 6.1(a)(iv), (v), (vi), (vii), (viii), (ix) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveits Subsidiaries), Section 6.01(4(x), (xi) (only with respect to its Material Subsidiaries) and Section 6.01(5) hereof(xi). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.7, Section 3.148.1(b) (with respect to legal defeasance), Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Palomar Holdings, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture will be discharged and will cease to Section 8.01(bbe of further effect as to all Notes, issued hereunder when:
(i) hereofeither (x) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Issuer, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation, or (y) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity payable by reason of the mailing of a notice of redemption or upon redemption otherwise 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 of redemption by the Trustee in the name and at the expense of the Company year, and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity or redemption, ;
(ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such the deposit or shall will occur as a result of such the deposit and such the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor Issuer is a party or by which the Company or the Guarantor Issuer is bound; ;
(iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(iv) in the Company event of a deposit as provided in clause (i)(y) above, the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Date, as the case may be. In addition, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject to Section 8.01(c9.01(e) and Section 8.02 hereof9.02, the Company Issuer at any time may terminate all of its obligations under the Notes and this Indenture, and the Note Guarantees by each Guarantor (“Legal Defeasance”). The Issuer at any time may terminate (i) all its obligations under Section 4.08 through Section 4.15; (ii) Sections 6.01(a)(v), (vi), (vii) and (viii) (with respect only to the Notes Significant Subsidiaries in the case of Sections 6.01(a)(vii) and this Indenture (viii)); and (iii) Section 5.01(a)(iv) (“legal defeasance optionCovenant Defeasance”), ) and after giving effect to such legal defeasance, thereafter any omission to comply with such obligations shall no longer any covenant referred to in clause (i) or (iii) above will not constitute a Default or an Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall Notes. Each Note Guarantee will be unaffected therebyreleased upon Covenant Defeasance. The Company Issuer may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. .
(c) If the Company Issuer exercises its covenant defeasance Legal Defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company Issuer exercises its covenant defeasance option with respect to the NotesCovenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.01(a)(iv) (only with respect to the covenants terminated pursuant to listed under Section 8.01(b)(ii) above9.01(b)(i)), Section 6.01(4Sections 6.01(a)(v), (vi), (vii), (viii) (with respect only to Significant Subsidiaries in the case of Sections 6.01(a)(vii) and (viii)) and Section 6.01(56.01(a)(ix) hereof. or because of a failure to comply with Section 5.01(a)(iv).
(d) Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(ce) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the CompanyIssuer’s obligations in Section Sections 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.092.18, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 9.03, 9.04, 9.05 and in this Article 8 9.06 shall survive until such time as the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section Sections 7.07, Section 8.04 9.03, 9.04, 9.05 and Section 8.05 hereof 9.06 shall survive.
Appears in 1 contract
Samples: Indenture (Spansion Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders money U.S. dollars in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Section 4.2, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 4.3 and Section 3.15 hereof, 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, 4.8 and the operation of Section 6.01(3Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(8) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(3), Section 6.01(46.1(4), 6.1(5) and Section 6.01(5) hereofor 6.1(8). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding clause (a) above or the provisions exercise of Section 8.01(a) and (b) hereofa legal defeasance option, the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.074.1, Section 2.084.4, Section 2.094.5, Section 2.104.6, Section 3.017.7, Section 3.067.8, Section 3.078.4, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (Expedia, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under the Indenture to the Trustees.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and Section 3.15 hereof, 4.3) 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, Article 5 and the operation of Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 4.2, 4.5, 4.6, 4.7 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1
(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the events specified in such Sections shall no longer constitute an Event of Default Guarantors) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If .
(i) (but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the Guarantors) or because of the failure of the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminatecomply with Article 5. If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from all its obligations with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereofSubsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee Trustees shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s rights and obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.8, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.077.7, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.8 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s rights and obligations in Section 7.07, Section 8.04 Sections 7.7 and Section 8.05 hereof 8.4 shall survive.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company Issuer delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company Company, the Issuer or the a Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Issuer’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s 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 CompanyIssuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all other sums due under the Indenture to the Trustees.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company Issuer at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and Section 3.15 hereof, 4.3) 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, Article 5 and the operation of Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 4.2, 4.5, 4.6, 4.7, 4.8 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1
(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the events specified in such Sections shall no longer constitute an Event of Default Subsidiary Guarantors) (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 Company Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company Issuer exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 4.2, 4.5, 4.6, 4.7,4.8 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the Subsidiary Guarantors) or because of the failure of the Issuer to comply with Article 5. If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee Trustees shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the CompanyIssuer’s rights and obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.8, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.077.7, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.8 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s rights and obligations in Section 7.07, Section 8.04 Sections 7.7 and Section 8.05 hereof 8.4 shall survive.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Guarantor under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.this
Appears in 1 contract
Samples: Indenture (Tower Automotive Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) This Indenture and the Company delivers and Guarantors’ obligations with respect to all outstanding Notes and all obligations under the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and the Notes Collateral Agent and rights of transfer or exchange of 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 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that with respect to any discharge of the notes that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) . The Collateral will automatically be released from the Lien securing the Notes Obligations upon a discharge of this Indenture, the Notes and at the cost and expense Guarantees in accordance with the provisions of the Companythis Article VIII.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.15 and Section 3.15 hereof, 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 document4.16, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Significant Subsidiaries only), Section 6.01(46.01(h), 6.01(i) and Section 6.01(56.01(j) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(d) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveCompany’s obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.15 and 4.16), Section 6.01(46.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Company to comply with Section 6.01(5) hereof5.01(a)(iv). If the Company exercises its legal defeasance option or its covenant defeasance option in accordance with the provisions of this Article VIII, the Collateral will automatically be released from the Lien securing the Notes Obligations. Upon satisfaction of the conditions set forth herein (including, without limitation, the delivery of the Officers’ Certificate and the Opinion of Counsel mentioned above) and upon the written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes when:
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, when (i)(x) stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarscash, non-callable U.S. Government Securities, Obligations or a combination thereof, thereof in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest interest) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.14 and Section 3.15 hereof, 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 document4.15, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Significant Subsidiaries only), Section 6.01(46.01(h) and Section 6.01(56.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and (g), with respect only to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (Enpro Industries, Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofSection8.01(c), when (i)(x) the Company Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.09) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company Issuer or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or the Guarantor is a party or by which the Company Issuer or the Guarantor is bound; (iii) the Company Issuer or the Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company Issuer or the Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer (accompanied by an Officer’s 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 CompanyIssuer or the Guarantor.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company Issuer or the Guarantor at its option and at any time may terminate (i) all its the obligations of the Issuer and the Guarantor under this Indenture and the Notes and this Indenture (“legal defeasance option”), 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 (ii) its the obligations under, Section 3.02, Section of the Issuer and the Guarantor under Sections 3.03, Section 3.04, Section 3.05, Section 3.06, 3.07, 3.08, Section 3.09 3.13 and Section 3.15 hereof, 4.01(iii) and 4.02(iii) and the Company Issuer or the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.01(3) , 6.01(4), 6.01(5), 6.01(6) (but only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)a Restricted Subsidiary), Section 6.01(46.01(7) (but only with respect to a Restricted Subsidiary), 6.01(8), 6.01(9) and Section 6.01(56.01(10) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company Issuer or the Guarantor may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, Issuer or the Company may elect to have the Guarantee terminate. If the Company Guarantor exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section Sections 6.01(3) (as such Section relates to Sections 3.02, 3.03, 3.04, 3.05,3.06, 3.07,3.08, and 3.13, 6.01(4), 6.01(5), 6.01(6) (but only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) abovea Restricted Subsidiary), Section 6.01(46.01(7) (but only with respect to a Restricted Subsidiary), 6.01(8), 6.01(9), 6.01(10) or because of the failure to comply with clause (iii) of Sections 4.01 and Section 6.01(5) hereof4.02. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(c) Notwithstanding the provisions of Section Sections 8.01(a) and (b), (i) hereofthe rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust described in Section 8.02, (ii) the Company’s obligations with respect to such Notes under Article II and Section 3.09 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and Guarantor’s obligations in Section 2.02connection therewith, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in (iv) this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section Sections 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.07) have been canceled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment a nationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent public accountants delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal amount of and premiuminterest 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 Interest, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result if in a breach or violation of, or constitute a default under, any other instrument to which either case the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 9.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 9.01(c) and Section 8.02 hereof9.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 and Section 3.15 hereof, 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 documentArticle 5, and the operation of Section 6.01(3Sections 6.01(c), 7.01(f), 7.01(g), 7.01(h) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Significant Subsidiaries) and Section 6.01(57.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause with respect to Significant Subsidiaries) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(37.01(d), 7.01(f), 7.01(g), 7.01(h) (only with respect only to Significant Subsidiaries) or 7.01(i) (with respect only to Significant Subsidiaries) or the covenants terminated pursuant failure of the Company to comply with Section 8.01(b)(ii) above6.01(c), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aparagraphs (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.088.07, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 8.08 and in this Article 8 9 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 8.07, Section 8.04 9.05 and Section 8.05 hereof 9.06 shall survive.
Appears in 1 contract
Samples: Indenture (Cincinnati Bell Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration of transfer or exchange of Notes and certain rights, indemnities and immunities of the Trustee, as expressly provided for in this Indenture) hereof, when (i)(x) the Company delivers as to the Trustee all outstanding Notes when:
(1) either (i) all of the Notes theretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (yii) all outstanding of the Notes not theretofore previously delivered to the Trustee for cancellation (a) have become due and payable, whether at maturity or upon redemption or will (b) shall become due and payable at their Stated Maturity within one year or (c) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Trustee in the name name, and at the expense expense, of the Company Company, and the Company or the any Guarantor irrevocably deposits has deposited or causes caused to be deposited with the Trustee as trust funds (in trust solely for a manner that is not revocable by the benefit Company or any of the Holders its Affiliates) money in U.S. dollars, non-callable or U.S. Government Securities, or a combination thereof, Obligations in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest on the Notes to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on as the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofcase may be, or constitute a default under, any other instrument to which together with irrevocable instructions from the Company or directing the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Trustee to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions apply such funds to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes thereof at maturity or the Redemption Dateredemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the applicable deposit, with any deficit as of the applicable redemption date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the applicable redemption date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee (upon which the Trustee may conclusively rely) simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption;
(2) the Company and/or the Guarantors have paid all other sums then due and payable under this Indenture; and
(accompanied by 3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged and released with respect to its Guarantee (“legal defeasance option”), ) and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event cure all then-existing Events of Default or (ii) its obligations underunder Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11 and Section 3.15 hereof, 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, 3.13 and the operation of Section 6.01(34.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(b)(i)(D)) and Sections 6.1(iii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.13), Section 6.01(46.1(iv), 6.1(v) and Section 6.01(5(with respect only to Significant Subsidiaries of the Company only), 6.1(vi) hereof(with respect only to Significant Subsidiaries of the Company only), and the events specified in such Sections shall no longer constitute an Event of Default 6.1(vii) or 6.1(viii) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its the covenant defeasance option. If In the event that the Company exercises terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the Company may elect to have obligations of each Guarantor under its Guarantee of such Notes shall be terminated and released simultaneously with the Guarantee terminatetermination of such obligations. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(iii) (only with respect to any Default by the covenants terminated pursuant to Section 8.01(b)(ii) aboveCompany or any of its Restricted Subsidiaries with any of their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.13), Section 6.01(46.1(iv), 6.1(v) and Section 6.01(5(with respect to Significant Subsidiaries of the Company only), 6.1(vi) hereof(with respect to Significant Subsidiaries of the Company only), 6.1(vii) or 6.1(viii). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.072.8, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.6 and 7.7 and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 7.6, Section 8.04 8.5 and Section 8.05 hereof 8.6 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (Ii-Vi Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereofand Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company may, at its option, and at any time may terminate elect to (i) have the obligations of the Company discharged with respect to all its outstanding Notes and the applicable Security Documents and all obligations under of the Guarantors discharged with respect to their Subsidiary Guarantee, and have Liens on the Collateral securing the Notes and this Indenture released (“legal defeasance option”), 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 (ii) its and the Guarantors’ obligations underunder Sections 4.03, Section 3.024.04, Section 3.034.05, Section 3.044.06, Section 3.054.07, Section 3.084.08, Section 3.09 and Section 3.15 hereof4.09, 4.10, 4.11, 4.12, 4.13, 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 5.01(e), 5.01(f), 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 the operation of Section 6.01(35.01(g) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), (d), (e) (only solely with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveRestricted Subsidiaries), Section 6.01(4(f) (solely with respect to Restricted Subsidiaries), (g), (h), (i) and Section 6.01(5) hereof(j). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(asubsections (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.104.01, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.04, 8.05 and Section 8.05 hereof 8.06 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Notes when either:
(ai) Subject to Section 8.01(b) hereofall Notes theretofore authenticated and delivered, when (i)(x) except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from trust, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation; or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or otherwise, 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 of redemption by the Trustee in the name name, and at the expense expense, of the Company and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but not including, the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which redemption together with irrevocable instructions from the Company to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Guarantor is a party or by which redemption date, as the Company or the Guarantor is bound; case may be;
(iiib) the Company or and/or the Guarantor has Guarantors have paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(ivc) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel to the Trustee 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 Company.
(b) satisfied. Subject to Section 8.01(c) and Section 8.02 hereof8.02, the Company may, at its option and at any time may terminate time, elect to discharge (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.11 and Section 3.15 hereof, and 4.12 for the Company may omit to comply with and shall have no liability in respect benefit 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, the Holders and the operation of Section 6.01(35.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to this Section 8.01(b)(ii)Company only), Section 6.01(46.01(h) (with respect to Significant Subsidiaries of the Company only) and Section 6.01(56.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, ) for the remainder benefit of this Indenture and the Notes shall be unaffected therebyHolders. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the Company may elect to have obligations of each Guarantor under its Guarantee of the Guarantee terminateNotes shall be terminated simultaneously with the termination of such obligations so long as no Notes are then outstanding. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to Section 8.01(b)(ii) aboveCompany only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) or because of the failure of the Company to comply with subclause (a)(iv) of Section 6.01(4) and Section 6.01(5) hereof5.01. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) . Notwithstanding the provisions of Section 8.01(a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.05 and Section 8.05 hereof 8.06 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 's 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“"legal defeasance option”"), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, 3.08 and Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s 's obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s 's obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.07) have been canceled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment a nationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent public accountants delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal amount of and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such 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 if in either case the Redemption Date, as Company pays all other sums payable hereunder by the case may beCompany, then the this Indenture shall, subject to Section 9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(cSections 9.01(c) and Section 8.02 hereof9.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 and Section 3.15 hereof, 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 documentArticle 5, and the operation of Section 6.01(3Sections 6.01(c), 7.01(f), 7.01(g), 7.01(h) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4Significant Subsidiaries) and Section 6.01(57.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause with respect to Significant Subsidiaries) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If event that the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminatesNote Guarantee.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Cincinnati Bell Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company Issuer delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company Company, the Issuer or the a Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Issuer’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s 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 CompanyIssuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all other sums due under the Indenture to the Trustees.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company Issuer at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and Section 3.15 hereof, 4.3) 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, Article 5 and the operation of Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 4.2, 4.5, 4.6, 4.7 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1
(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the events specified in such Sections shall no longer constitute an Event of Default Subsidiary Guarantors) (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 Company Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company Issuer exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company Issuer exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 4.2, 4.5, 4.6, 4.7 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the Subsidiary Guarantors) or because of the failure of the Issuer to comply with Article 5. If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee Trustees shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the CompanyIssuer’s rights and obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.8, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.077.7, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.8 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s rights and obligations in Section 7.07, Section 8.04 Sections 7.7 and Section 8.05 hereof 8.4 shall survive.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to | the Company or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon redemption payable 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 by reason of the giving of a notice of redemption by the Trustee in the name and at the expense of the Company or otherwise, and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiuminterest on, if any, and accrued interest the Notes to the date of maturity Stated Maturity or redemptionredemption (provided that if such redemption is made as provided in Section 5 of the Notes set forth in Exhibit A hereto based on an “Applicable Premium”, (iix) no Default the amount of cash in U.S. dollars, Government Securities, or Event a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of Default shall have occurred and be continuing on the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date (the “Applicable Premium Deficit”) as necessary to pay the Applicable Premium as determined by such Redemption Date); provided any Applicable Premium Deficit shall occur as a result be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such deposit Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddischarge); (iiiii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iviii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or on the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.13 and clause (4) of the first paragraph of Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof4.1), 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 documentdocument and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3), and the operation of Section 6.01(36.1(4), Section 6.1(5) (only to the extent applicable to any defeased covenants), Section 6.1(6), Section 6.1(7) or Section 6.1(8) (with respect to the covenants terminated pursuant to this Section 8.01(b)(iiSignificant Subsidiaries)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (the preceding 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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance or its covenant defeasance option, the Company may elect to have the Guarantee Guarantees in effect at such time shall terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.1(3), 6.1(4), 6.1(5) (only with respect to the covenants terminated pursuant extent applicable to Section 8.01(b)(ii) aboveany defeased covenants), Section 6.01(46.1(6), Section 6.1(7) and Section 6.01(56.1(8) hereof(with respect only to Significant Subsidiaries) or | because of the failure of the Company to comply with clause (4) of the first paragraph of Section 4.1. Upon satisfaction of the conditions set forth herein (including the receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the discharge of such obligations have been satisfied) and upon request and expense of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereofto the extent relating to a legal defeasance, the Company’s obligations Obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.072.13, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.7 and 7.8 and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations which mature prior to the Payment Date, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, maturity; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may bematurity, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof, 8.2 the Company at its option and at any time may terminate (i) all its the obligations of the Company under the Notes and this 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 (ii) its the obligations underof the Company under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8 and Section 3.15 hereof3.9, 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 covenantcovenant 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 documentdocument 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), and the operation of Section 6.01(36.1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)its Subsidiaries), Section 6.01(46.1(a)(viii) (only with respect to its Subsidiaries) and Section 6.01(56.1(a)(ix) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii), 6.1(a)(iv), 6.1(a)(v) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), Section 6.01(46.1(a)(vi), 6.1(a)(vii) and Section 6.01(5(only with respect to its Subsidiaries), 6.1(a)(viii) hereof(only with respect to its Subsidiaries) or 6.1(a)(ix). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.7, Section 3.148.1(b) (with respect to legal defeasance), Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (FedNat Holding Co)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.053.07, Section 3.08, Section 3.09 3.08 and Section 3.15 3.14 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.05, Section 3.06, Section 3.073.09, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge N.A. Finance L.P.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.10) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company Issuers or the any Note Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company either Issuer or the any Note Guarantor is a party or by which the Company either Issuer or the any Note Guarantor is bound; (iii) the Company Issuers or the any Note Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuers (accompanied by an Officer’s 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 CompanyIssuers.
(ba) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company Issuers at their option and at any time may terminate (i) all its the obligations of the Issuers and any Note Guarantor under the Notes Notes, the Note Guarantees and this Indenture (“legal defeasance option”), 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 (ii) its the obligations underof the Issuers and any Note Guarantor under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11, 3.12 and Section 3.15 hereof4.1(a)(3), (iii) and the Company Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant 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, document and the operation of Section 6.01(3) (only such omission to comply with respect to the such covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections or provisions shall no longer constitute a Default or an Event of Default under Sections 6.1(3) (clause but only as it relates to an Event of Default as a result of a default under Section 4.1(a)(3)), 6.1(4) and 6.1(5) (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 Company Issuers may exercise its their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant Issuers exercise their legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee Note Guarantees in effect at such time shall terminate. If the Company exercises its Issuers exercise their covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.1(3) (but only as it relates to an Event of Default as a result of a default under Section 4.1(a)(3)), 6.1(4), 6.1(5) (as such section relates to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.12) 6.1(6), 6.1(7) (but only with respect to the covenants terminated pursuant only to Section 8.01(b)(ii) abovea Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), Section 6.01(46.1(8) and Section 6.01(5(but only with respect to only to a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(9) hereofor 6.1(10). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminatesIssuers terminate.
(cb) Notwithstanding In the event that the Issuers exercise their rights under Section 8.1(a) or their legal defeasance option and notwithstanding the provisions of Section 8.01(a) and (b) hereofthereof, the Companyeach Issuer’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.072.7, Section 2.082.8, Section 2.092.9, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.073.1, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.073.16, Section 7.073.17, Section 7.08 hereof 3.19, 3.20, 6.7, 7.1, 7.2, 7.7, 7.8, and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s Issuers’ and the Note Guarantors’ obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year 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 name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders money U.S. dollars in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Section 4.2, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 4.3 and Section 3.15 hereof, 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, 4.8 and the operation of Section 6.01(3Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(8) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSections 6.1(3), Section 6.01(46.1(4), 6.1(5) and Section 6.01(5) hereofor 6.1(8). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding clause (a) above or the provisions exercise of Section 8.01(a) and (b) hereofa legal defeasance option, the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.074.1, Section 2.084.4, Section 2.094.5, Section 2.104.6, Section 3.017.7, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.7.8,
Appears in 1 contract
Samples: Indenture (Expedia Group, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and 8.01(c)and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, 3.08 and Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect as to all Notes, and related guarantees, issued hereunder when:
(1) hereofeither:
(A) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Company, have been delivered to the Trustee all outstanding Notes for cancellation; or
(other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the mailing of a notice of redemption or will otherwise or shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollarsDollars, non-callable U.S. Government Securities, or a combination thereofof cash in U.S. Dollars and non-callable Government Securities, in such amounts as will shall be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal principal, premium and premiumAdditional Interest, if any, and accrued interest to the date of maturity or redemption, ;
(ii2) no Default or Event of Default shall have has occurred and be is continuing on the date of such the deposit or shall occur as a result of such the deposit and such the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; ;
(iii3) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(iv4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Date, as the case may be. In addition, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject to Section 8.01(cSections 9.01(c) and Section 8.02 hereof9.02, the Company may, at its option and at any time may terminate time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Guarantees ("Legal Defeasance"). At any time, the Company may, at its option, elect to have the obligations of the Company and the Guarantors released (i) all its obligations under the Notes and this Indenture Sections 4.03 through 4.19, inclusive, (“legal defeasance option”ii) under Sections 6.01(3) (insofar as it applies to Sections 4.08, 4.12, 5.01(a)(4), (a)(5), (b)(2)(B) and after giving effect (b)(3)), Section 6.01(4) (with respect to such legal defeasanceArticle Four, other than Sections 4.01, 4.02 and the required offer provisions of Sections 4.08 and 4.12), Sections 6.01(5), (6), (7), (8), (9) (in the case of Sections 6.01(8) and (9), with respect to Significant Subsidiaries only) and (iii) under Section 5.01(a)(4), (a)(5), (b)(2)(B) and (b)(3) on a date the conditions set forth in Section 9.02 have been satisfied (hereinafter, "Covenant Defeasance") and thereafter any omission to comply with such obligations those covenants shall no longer not constitute a Default or Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 therebyNotes. The Company may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. .
(c) If the Company exercises its covenant defeasance Legal Defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified 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 as described in Section 6.01(3) (only insofar as such Event of Default applies to obligations under Sections 4.08, 4.12, 5.01(a)(4), (a)(5), (b)(2)(B) and (b)(3)), or under Sections Section 6.01(4) (insofar as such Event of Default applies to Sections 4.03 through 4.19, inclusive, other than the required offer provisions of Section 4.08 and 4.12), under Section 6.01(5), (6), (7), (8) and (9) (in the case of Sections 6.01(8) and (9), with respect to Significant Subsidiaries only). If the covenants terminated pursuant Company exercises its Legal Defeasance option, each Guarantor, if any, shall be released from all its obligations under its Guarantee, and the Trustee shall execute a release of such Guarantee. If the Company exercises its Covenant Defeasance option, each Guarantor, if any, shall be released from its obligations under its Guarantee to Section 8.01(b)(iithe extent that the Company is released from its obligations under this Indenture.
(d) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(ce) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s 's obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.092.11, Section 2.104.01, Section 3.014.02, Section 3.067.01, Section 3.077.02, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 9.05 and in this Article 8 9.06 and any other obligations required under the TIA shall survive until such time as the Notes have been paid in full. Thereafter, the Company’s 's obligations in Section Sections 7.07, Section 8.04 9.05 and Section 8.05 hereof 9.06 and any other obligations required under the TIA shall survive.
Appears in 1 contract
Samples: Indenture (Seminis Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.shall
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b8.1(c) hereof, when (i)(xi) (x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.7 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether payable at their scheduled maturity or upon redemption or will (z) all outstanding Notes not theretofore delivered for cancellation have become due and payable within one year or are to be called scheduled for redemption within one year under arrangements satisfactory to the Trustee for as a result of the giving of notice of redemption by the Trustee in the name and at the expense of the Company in accordance with Article III hereof or will otherwise become due and payable within one year, (ii) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity Stated Maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has 96 US-DOCS\113440289.2 10018285.2 paid or caused to be paid all sums then payable by it under this Indenture and the Notes; Notes and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture and the obligations of the Company and the Guarantors under the Notes and the Subsidiary Guarantees, on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent specified herein provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section 8.01(c) and Section 8.02 8.2 hereof, the Company at its option at any time may terminate (i) all its obligations obligations, except as specified in Section 8.1(c) hereof, under the Notes and this Indenture and all obligations of the Guarantors with respect to their Subsidiary Guarantees (“legal defeasance option”), 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 (ii) its obligations underunder Section 4.2, Section 3.024.3, Section 3.034.4, Section 3.044.5, Section 3.054.6, Section 3.084.7, Section 3.09 4.8, Section 4.9 and Section 3.15 4.10 hereof, except to the extent such obligations are imposed by clause (a)(4) of Section 5.1 hereof, 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 covenantSection, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant Section or by reason of any reference in any such covenant Section to any other provision herein or in any other document, document and such omission to comply with such Sections shall no longer constitute a Default or an Event of Default under Section 6.1(3) (solely as it relates to clause (a)(4) of Section 5.1) and Section 6.1(4) hereof and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)6.1(5), Section 6.01(46.1(6), Section 6.1(7), Section 6.1(8) hereof and Section 6.01(56.1(9) (with respect only to Significant Subsidiaries) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (this clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, otherwise the remainder of this Indenture and the Notes shall be unaffected thereby. 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 or its covenant defeasance option, the Company may elect each Guarantor shall be released from its obligations with respect to have the its Subsidiary Guarantee terminateas provided in Section 10.9(b) hereof. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above6.1(4), Section 6.01(46.1(5), Section 6.1(6), Section 6.1(7), Section 6.1(8) and hereof or Section 6.01(56.1(9) (with respect only to Significant Subsidiaries) hereof or the failure of the Company to comply with clause (a)(4) of Section 5.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates, on demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided in this Indenture relating to the legal defeasance or covenant defeasance, as the case may be, have been complied with) and at the cost and expense of the Company.
(c) Notwithstanding the provisions of Section 8.01(a8.1(a) and (bSection 8.1(b) hereof, the Company’s obligations of the Company in Section 2.022.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.97 US-DOCS\113440289.2 10018285.2
Appears in 1 contract
Samples: Indenture (Baytex Energy Corp.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations which mature prior to the Payment Date, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof, 8.2 the Company at its option and at any time may terminate (i) all its the obligations of the Company under the Notes and this 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 (ii) its the obligations underof the Company under Sections 3.2, Section 3.023.3, Section 3.033.4, Section 3.043.5, Section 3.053.6, Section 3.083.7, Section 3.09 3.8, 3.9, 3.10, 3.11 and Section 3.15 hereof3.12, 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 covenantcovenant 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 documentdocument 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), and the operation of Section 6.01(36.1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii), 6.1(a)(viii) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)its Subsidiaries), Section 6.01(46.1(a)(ix) (only with respect to its Subsidiaries) and Section 6.01(56.1(a)(x) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), Section 6.01(46.1(a)(vii), 6.1(a)(viii) and Section 6.01(5(only with respect to its Subsidiaries), 6.1(a)(ix) hereof(only with respect to its Subsidiaries) or 6.1(a)(x). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.12, Section 3.063.1, Section 3.076.7, Section 3.107.1, Section 3.117.2, Section 3.127.6, Section 3.137.7, Section 3.148.1(b) (with respect to legal defeasance), Section 3.158.3, Section 6.078.4, Section 7.07, Section 7.08 hereof 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) This Indenture and the Company delivers and Guarantors’ obligations with respect to all outstanding Notes and all obligations under the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and the Notes Collateral Agent and rights of transfer or exchange of 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 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that with respect to any discharge of the notes that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) . The Collateral will automatically be released from the Lien securing the Notes Obligations upon a discharge of this Indenture, the Notes and at the cost and expense Guarantees in accordance with the provisions of the Companythis Article VIII.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09(b), 4.09(c), 4.11, 4.12, 4.13, 4.15 and Section 3.15 hereof, 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 document4.16, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Significant Subsidiaries only), Section 6.01(46.01(h), 6.01(i), 6.01(j) and Section 6.01(56.01(k) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(d) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveCompany’s obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09(b), Section 6.01(44.09(c), 4.11, 4.12, 4.13 and 4.15), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and Section 6.01(5(g), with respect only to Significant Subsidiaries), 6.01(h), 6.01(i), 6.01(j) hereofor 6.01(k). If the Company exercises its legal defeasance option or its covenant defeasance option in accordance with the provisions of this Article VIII, the Collateral will automatically be released from the Lien securing the Notes Obligations without the need for any further action by any Person, and the Notes Collateral Agent shall at the Company’s or any Guarantor’s reasonable request and expense, execute documents evidencing such release. Upon satisfaction of the conditions set forth herein (including, without limitation, the delivery of the Officer’s Certificate and the Opinion of Counsel mentioned above) and upon the written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture or any Security Document shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (TheRealReal, Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereofand Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofthereof of cash in U.S. Dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company may, at its option, and at any time may terminate elect to (i) have the obligations of the Company discharged with respect to all its outstanding Notes and the applicable Security Documents and all obligations under of the Guarantors discharged with respect to their Subsidiary Guarantee, and have Liens on the Collateral securing the Notes and this Indenture released (“legal defeasance option”), 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 (ii) have the obligations of the Company and its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, and the Company may omit to comply with Guarantors’ released under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 5.01(e), 5.01(f) 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 the operation of Section 6.01(35.01(g) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. .
(c) If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), (d), (e), (f), (g), (h) (only solely with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveany Restricted Subsidiary), Section 6.01(4(i) (solely with respect to any Restricted Subsidiary) and Section 6.01(5) hereof(j). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(cd) Notwithstanding the provisions of Section 8.01(asubsections (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.104.01, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.04, 8.05 and Section 8.05 hereof 8.06 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof(x) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and (other than a default resulting from borrowing of funds to be applied to such deposit will not result in a breach or violation of, or constitute a default under, and the grant of any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundLien securing such borrowing); (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it the Company on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s 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 Companyfurther effect.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may at its option terminate (i) all of the Company’s obligations under the Notes and this Indenture and have each Subsidiary Guarantor’s obligation discharged with respect to its Guarantee (“legal defeasance option”) or (ii) the obligations of the Company and the Subsidiary Guarantors under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 3.11 and the operation of Section 4.1(a)(iii) and (a)(iv) and Sections 6.1(a)(iii) (other than with respect to any Default under Section 3.12 or 3.13), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries) and 6.1(a)(viii) (“covenant defeasance option”). The Company may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Company terminates all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4such Notes) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its by exercising their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its or their covenant defeasance option, the Company may elect to have obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the Guarantee terminatetermination of such obligations. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.1(a)(iii) (only with respect to the covenants terminated pursuant subject to Section 8.01(b)(ii) abovesuch covenant defeasance), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi) (only with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of consolidated Subsidiaries that, taken together (as of the latest audited financial statements of the Company and its consolidated Subsidiaries), would constitute a Significant Subsidiary), 6.1(a)(viii) or 6.1(a)(ix) or because of the failure of the Company to comply with Section 6.01(44.1(a)(iii) and Section 6.01(5) hereofor (iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereof), the Company’s obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.7, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.13, Section 3.073.1, Section 3.106.7, Section 3.116.8, Section 3.127.1, Section 3.137.2, Section 3.147.6, Section 3.157.7, Section 6.078.1(b) (with respect to legal defeasance), Section 7.078.3, Section 7.08 hereof 8.4, 8.5 and in this Article 8 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 6.7, Section 8.04 7.6, 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Fidelity & Guaranty Life)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes when:
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, when (i)(x) stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarscash, non-callable U.S. Government Securities, Obligations or a combination thereof, thereof in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest interest) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.14 and Section 3.15 hereof, 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 document4.15, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g) with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Significant Subsidiaries only), Section 6.01(46.01(h), 6.01(i) and Section 6.01(56.01(j) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and (g), with respect only to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (Enpro Industries, Inc)
Discharge of Liability on Notes; Defeasance. (a) Subject The Indenture will be discharged and will cease to Section 8.01(bbe of further effect as to all Notes, issued hereunder when:
(i) hereofeither (x) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid by the Company delivers Issuer, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation, or (y) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity payable by reason of the mailing of a notice of redemption or upon redemption otherwise 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 of redemption by the Trustee in the name and at the expense of the Company year, and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity or redemption, ;
(ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall will occur as a result of such the deposit and such the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor Issuer is a party or by which the Company or the Guarantor Issuer is bound; ;
(iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it them under this Indenture and the NotesIndenture; and and
(iv) in the Company event of a deposit as provided in clause (i)(y) above, the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Date, as the case may be. In addition, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject to Section 8.01(c9.01(e) and Section 8.02 hereof9.02, the Company Issuer at any time may terminate all of its obligations under the Notes and the Indenture, and the Note Guarantees by each Guarantor (“Legal Defeasance”). The Issuer at any time may terminate (i) all its obligations under Section 4.08 through 4.17 and Section 4.19; (ii) Sections 6.01(v), (vi), (vii) and (viii) (with respect only to the Notes Significant Subsidiaries in the case of Sections 6.01(vii) and this Indenture (viii)); and (iii) Section 5.01(a)(iv) (“legal defeasance optionCovenant Defeasance”), ) and after giving effect to such legal defeasance, thereafter any omission to comply with such obligations shall no longer any covenant referred to in clause (i) or (iii) above will not constitute a Default or an Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, Notes. Each Note Guaranty and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as Liens under the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall Security Documents will be unaffected therebyreleased upon Covenant Defeasance. The Company Issuer may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. .
(c) If the Company Issuer exercises its covenant defeasance Legal Defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company Issuer exercises its covenant defeasance option with respect to the NotesCovenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.01(iv) (only with respect to the covenants terminated pursuant to listed under Section 8.01(b)(ii) above9.01(b)(i)), or Section 6.01(46.01(a)(v), (vi), (vii), (viii) (with respect only to Significant Subsidiaries) and Section 6.01(56.01(ix) hereof. or because of a failure to comply with Section 5.01(a)(iv).
(d) Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company Issuer terminates.
(ce) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the CompanyIssuer’s obligations in Section Sections 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.092.19, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 9.03, 9.04, 9.05 and in this Article 8 9.06 shall survive until such time as the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section Sections 7.07, Section 8.04 9.03, 9.04, 9.05 and Section 8.05 hereof 9.06 shall survive.
Appears in 1 contract
Samples: Indenture (Spansion Inc.)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights of registration of transfer or exchange of Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes and the Company’s and Guarantors’ obligations under this Indenture with respect to the Holders of the Notes when;
(i) either (1) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Company, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation cancellation; or (y2) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity payable by reason of the mailing of a notice of redemption or upon redemption otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal principal, premium and premiumadditional interest, if any, and accrued interest to the date of maturity or redemption, ;
(ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such the deposit or shall will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material debt instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; ;
(iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity or the Redemption Dateredemption date, as the case may be. In addition, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 3.09, Section 3.023.10, Section 3.034.02 through 4.08, Section 3.044.11, Section 3.054.12, Section 3.084.14, Section 3.09 4.15 and Section 3.15 hereof, 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, 4.18 through 4.21 and the operation of Section 6.01(35.01(a)(iv) and Sections 6.01(c) through 6.01(i) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If In the event that the Company exercises terminates all of its obligations under the Notes and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the Company may elect to have obligations of each Guarantor under its Guarantee shall be terminated simultaneously with the Guarantee terminatetermination of such obligations. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c) (only through 6.01(i) or because of the failure of the Company to comply with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above5.01(a)(iv), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section Sections 2.04 through 2.09 and 7.07, Section 7.08 hereof and in this Article 8 shall survive until all the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.05 and Section 8.05 hereof 8.06 shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect (except as to surviving rights and immunities of the Trustee and rights of transfer or exchange of Notes, as expressly provided for in this Indenture) hereofas to all outstanding Notes when:
(i) either (A) all the Notes theretofore authenticated and delivered (except lost, when (i)(x) stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding of the Notes not theretofore delivered for cancellation (1) have become due and payable, whether at maturity or upon redemption or (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Company, 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 name, and at the expense expense, of the Company Company, and the Company has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarscash, non-callable U.S. Government Securities, Obligations or a combination thereof, thereof in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest interest) to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal and of, premium, if any, and accrued interest to on the Notes to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, then the Trustee amount deposited shall acknowledge satisfaction and discharge be sufficient for purposes of this Indenture on demand to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(accompanied by iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.11, 4.12, 4.14 and Section 3.15 hereof, 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 document4.15, and the operation of Section 6.01(35.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Significant Subsidiaries only), Section 6.01(46.01(g) and Section 6.01(5(with respect to Significant Subsidiaries only), 6.01(h) hereof, and the events specified in such Sections shall no longer constitute an Event of Default or 6.01(i) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, the Company may elect each Guarantor will be released from all of its obligations with respect to have the Guarantee terminateits Guarantee. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminateDefault with respect thereto. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(e), 6.01(f), 6.01(g) (only in the case of Sections 6.01(f) and 6.01(g), with respect only to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Company to comply with Section 6.01(4) and Section 6.01(5) hereof5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.082.08 and 2.09 and Article VII, Section 2.09including, Section 2.10without limitation, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section Sections 7.07 and 7.08 hereof and in this Article 8 VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 7.08, 8.05 and Section 8.05 hereof 8.06 and the rights and immunities of the Trustee under this Indenture shall survivesurvive such satisfaction and discharge.
Appears in 1 contract
Samples: Indenture (MULTI COLOR Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under the Indenture to the Trustees.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and Section 3.15 hereof, 4.3) 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, Article 5 and the operation of Section 6.01(3Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(h) and 6.1
(i) (only but, in the case of Sections 6.1(f) and 6.1(g), with respect only to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, Significant Subsidiaries and the events specified in such Sections shall no longer constitute an Event of Default Subsidiary Guarantors) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If .
(i) (but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the Subsidiary Guarantors) or because of the failure of the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminatecomply with Article 5. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereofSubsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee Trustees shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s rights and obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.8, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.077.7, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.8 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s rights and obligations in Section 7.07, Section 8.04 Sections 7.7 and Section 8.05 hereof 8.4 shall survive.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under the Indenture to the Trustees.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and4.3) and Section 3.15 hereof, 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, Article 5 and the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 6.1(c), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.6.1
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereofand Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company may, at its option, and at any time may terminate elect to (i) have the obligations of the Company discharged with respect to all its outstanding Notes and the applicable Security Documents and all obligations under of the Guarantors discharged with respect to their Subsidiary Guarantee, and have Liens on the Collateral securing the Notes and this Indenture released (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, and the Company may omit to comply with Guarantors’ obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 5.01(e), 5.01(f) 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 the operation of Section 6.01(35.01(g) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.01(c), (d), (e) (only solely with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveRestricted Subsidiaries), Section 6.01(4(f) (solely with respect to Restricted Subsidiaries), (g), (h), (i) and Section 6.01(5) hereof(j). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(asubsections (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section Sections 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.104.01, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 8.04, 8.05 and Section 8.05 hereof 8.06 shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(x1) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.08) have been canceled or delivered to the Trustee for cancellation cancelation; or (y2) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, or otherwise 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the any Note Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable an amount sufficient or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment a nationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent public accountants or reputable investment banking firm delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and premiuminterest and Additional Interest, if any, and accrued interest to on the date of outstanding Notes when due at maturity or redemptionupon redemption thereof, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08) and Additional Interest, if any, (ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddeposit; (iii) the Company or the any Note Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.01(c), cease to be of further effect. In the case of clause (2) above, the Company (accompanied by must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“"legal defeasance option”), 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 (ii) its obligations underunder Sections 4.02, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08 and Section 3.15 hereof, 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, 4.11 and the operation of Section 6.01(35.01 (a)(ii), 5.01(a)(iii), 5.01(a)(iv), 5.01(b)(iii), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only with respect to Significant Subsidiaries of the covenants terminated pursuant to this Section 8.01(b)(ii)Company only), Section 6.01(46.01(h) (with respect to Significant Subsidiaries of the Company only) and Section 6.01(56.01(i) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company discharges its liability on the Notes or exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from all its obligations under the Company may elect to have Note Guarantees and the Guarantee terminateobligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) aboveSignificant Subsidiaries only), Section 6.01(46.01(h) (with respect to Significant Subsidiaries only) or 6.01(i) or because of the failure of the Company to comply with clauses (ii), (iii) and (iv) of Section 6.01(5) hereof5.01(a). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s 's obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s 's obligations in Section Sections 7.07, Section 8.04 8.05 and Section 8.05 hereof 8.06 shall survive.
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by the Trustee in the name and at the expense of redemption, (B) the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be thereof sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption all principal of and premium, if any, and accrued interest on the Notes (other than Notes replaced pursuant to Section 2.07) to maturity or redemption within one year, as evidenced by an Officer’s Certificate of the Issuer; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Section 8.01(a) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of maturity or the notice of redemption, with any deficit as of the Redemption Date (iiany such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or before Redemption Date, (C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor Issuer is a party or by which the Company or the Guarantor it is bound; , and (iiiE) the Company or the Guarantor has paid or caused to be paid Issuer pays all other sums payable hereunder by it under the Issuer, then this Indenture and the Notes; Issuer’s obligations under the Note Documents in respect of the Notes (including, for the avoidance of doubt, the Second Lien Collateral Documents) shall, subject to Section 8.01(c), be discharged and (iv) the Company has delivered irrevocable instructions cease to the Trustee under this Indenture to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Issuer’s obligations under the Note Documents in respect of the Notes on written demand of the Company (Issuer accompanied by an Officer’s 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 CompanyIssuer. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least three Business Days before the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.
(b) Subject to Section Sections 8.01(c) and Section 8.02 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Notes and Notes, this Indenture and the other Note Documents in respect of the Notes (“legal defeasance option”), 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 (ii) its obligations underunder Sections 4.01, Section 3.024.03, Section 3.034.04, Section 3.044.05, Section 3.054.06, Section 3.084.07, Section 3.09 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20, 4.22 and Section 3.15 hereof4.23, 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, Article 5 and the operation of Section 6.01(3Sections 6.01(c) (only with respect to the covenants terminated pursuant to Article 4 and Article 5 identified in this Section 8.01(b)(iiclause (ii)), Section 6.01(46.01(d), 6.01(e), 6.01(f) or 6.01(g) (but, in the case of Sections 6.01(f) and Section 6.01(56.01(g), with respect only to Significant Subsidiaries) hereof, and the events specified in such Sections shall no longer constitute an Event of Default or 6.01(h) (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 Company Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant legal defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(36.01(c) (only with respect to the covenants terminated pursuant to Article 4 and Article 5 identified in Section 8.01(b)(ii) above)), Section 6.01(46.01(d), 6.01(e), 6.01(f) or 6.01(g) (but, in the case of Sections 6.01(f) and Section 6.01(56.01(g), with respect only to Significant Subsidiaries) hereofor 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the CompanyIssuer, accompanied by an Officer’s 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 of the Issuer that terminate and the Company terminatestermination of the Note Guaranties.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the CompanyIssuer’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.08, 8.05 and in this Article 8 8.06 shall survive until the Notes have been paid in full. Thereafter, the CompanyIssuer’s obligations in Section 7.07, Section 8.04 Sections 7.07 and Section 8.05 hereof shall survivesurvive such satisfaction or discharge.
Appears in 1 contract
Samples: Indenture (Seadrill LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and 8.01(c)and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“"legal defeasance option”"), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, 3.08 and Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s 's obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s 's obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect 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 will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture, the Trustee applicable Security Documents and all of the Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged this Indenture, the applicable Security Documents (including that all Collateral is released from the Lien securing the Notes) and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture and the applicable Security Documents (including that all Collateral is released from the Lien securing the Notes) on demand of the Company (accompanied by an Officer’s 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 Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under this Indenture to the Trustees and the Notes Collateral Agent.
(b) Subject to Section 8.01(cSections 8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 under Article 4 (with the exception of Sections 4.1 and Section 3.15 hereof, 4.3) 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, Article 5 and the operation of Section 6.01(3Sections 6.1(c), 6.1(d) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)Sections 4.2, 4.5, 4.6, 4.7 and 4.9), Section 6.01(46.1(e), 6.1(f), 6.1(g), 6.1(h) and Section 6.01(56.1
(i) hereof(but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the events specified in such Sections shall no longer constitute an Event of Default Guarantors) (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If .
(i) (but, in the case of Sections 6.1(f) and 6.1(g), with respect only to Significant Subsidiaries and the Guarantors) or because of the failure of the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminatecomply with Article 5. If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from all its obligations with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereofSubsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee Trustees shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s rights and obligations in Section 2.02Sections 2.3, Section 2.032.4, Section 2.042.5, Section 2.052.6, Section 2.062.8, Section 2.072.9, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.077.7, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.8 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s rights and obligations in Section 7.07, Section 8.04 Sections 7.7 and Section 8.05 hereof 8.4 shall survive.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it the Company on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject shall, subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”8.1(c), and after giving effect cease to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event be of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminatesfurther effect.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) Subject to Section 8.01(b) hereof, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon as a result of the mailing of a notice of redemption pursuant to Article III hereof or will the Notes shall become due and payable at their Stated Maturity within one year year, or the Notes are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date, and if in either case the Redemption Date, as Company pays all other sums payable hereunder by the case may beCompany, then the this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein for relating to the satisfaction and discharge of this Indenture have been complied with) with and at the cost and expense of the Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Valspar Corp)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption 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 of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c) and Section 8.02 hereof, the Company at any time may terminate (i) all its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, 3.08 and Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant to this Section 8.01(b)(ii)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3) (only with respect to the covenants terminated pursuant to Section 8.01(b)(ii) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(a) and (b) hereof, the Company’s obligations in Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 2.11, Section 2.12, Section 3.01, Section 3.06, Section 3.07, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07, Section 8.04 and Section 8.05 hereof shall survive.
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture shall be discharged and shall cease to Section 8.01(bbe of further effect as to all Notes, and related guarantees, issued hereunder when:
(1) hereofeither:
(A) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Company, have been delivered to the Trustee all outstanding Notes for cancellation; or
(other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yB) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the mailing of a notice of redemption or will otherwise or shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollarsDollars, non-callable U.S. Government Securities, or a combination thereofof cash in U.S. Dollars and non-callable Government Securities, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest and Special Interest, if any, to the date of maturity or redemption, ;
(ii2) no Default or Event of Default the deposit shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; ;
(iii3) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and and
(iv4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Date, as the case may be. In addition, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee 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 Companysatisfied.
(b) Subject The Company, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, may elect to Section 8.01(chave all of its Obligations discharged with respect to the outstanding Notes and all Obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:
(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, interest or Special Interest, if any, on, such Notes when such payments are due from the trust referred to below;
(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 8.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the Trustee and the Paying Agent under this Indenture, and the Company’s and the Guarantors’ Obligations in connection therewith; and
(4) the Legal Defeasance and Covenant Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time may terminate time, elect to have the Obligations of the Company and the Guarantors released (i) all its obligations under Sections 4.03 through 4.18, inclusive, (ii) under Section 6.01(3) (with respect to Article Four, other than Sections 4.01 and 4.02), Sections 6.01(4), (5), (6), (7) and (8) (in the Notes case of Section 6.01 (7) and this Indenture (8), with respect to Significant Subsidiaries only) and (iii) under Section 5.01(a)(3) and (a)(5) on a date that the conditions set forth in Section 9.02 have been satisfied (“legal defeasance optionCovenant Defeasance”), ) and after giving effect to such legal defeasance, thereafter any omission to comply with such obligations those covenants shall no longer not constitute a Default or Event of Default or (ii) its obligations under, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof, 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 the operation of Section 6.01(3) (only with respect to the covenants terminated pursuant Notes. In the event Covenant Defeasance occurs, all Events of Default described in Section 6.01 (except those relating to this Section 8.01(b)(ii))payments on the Notes or bankruptcy, Section 6.01(4receivership, rehabilitation or insolvency events) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred with respect to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected therebyNotes. The Company may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. .
(c) If the Company exercises its covenant defeasance Legal Defeasance option, the Company may elect to have the Guarantee terminate. If the Company exercises its legal defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified 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 as described in Section 6.01(3) (only insofar as such Event of Default applies to Sections 4.03 through 4.18, inclusive), under Section 6.01(4), (6), (7) and (8) (in the case of Sections 6.01(7) and (8) with respect to Significant Subsidiaries only). If the covenants terminated pursuant Company exercises its Legal Defeasance option, payment of the Notes may not be each Guarantor, if any, shall be released from all its Obligations under its Guarantee, and the Trustee shall execute a release of such Guarantee. If the Company exercises its Covenant Defeasance option, each Guarantor, if any, shall be released from its Obligations under its Guarantee to Section 8.01(b)(iithe extent that the Company is released from its Obligations under this Indenture.
(d) above), Section 6.01(4) and Section 6.01(5) hereof. Upon satisfaction of the conditions set forth herein and upon the written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations Obligations that the Company terminates.
(ce) Notwithstanding the provisions of Section 8.01(aclauses (a) and (b) hereofabove, the Company’s obligations in Section 2.02, Section 2.03, Section Sections 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.092.11, Section 2.104.01, Section 3.014.02, Section 3.067.01, Section 3.077.02, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 9.05 and in this Article 8 9.06 and any other obligations required under the TIA shall survive until such time as the Notes have been paid in full. Thereafter, the Company’s obligations in Section Sections 7.07, Section 8.04 9.05 and Section 8.05 hereof 9.06 and any other obligations required under the TIA shall survive.
Appears in 1 contract
Samples: Indenture (1295728 Alberta ULC)
Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon redemption payable 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 by reason of the giving of a notice of redemption by the Trustee in the name and at the expense of the Company or otherwise, and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest interest, in the opinion of an accounting, appraisal or investment banking firm of national standing (in the case of non-callable 91 Government Securities), to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiuminterest on, if any, and accrued interest the Notes to the date of maturity Stated Maturity or redemptionredemption (provided that if such redemption is made as provided in Section 5 of the Notes set forth in Exhibit A hereto based on an “Applicable Premium”, (iix) no Default the amount of cash in U.S. dollars, Government Securities, or Event a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of Default shall have occurred and be continuing on the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date (the “Applicable Premium Deficit”) as necessary to pay the Applicable Premium as determined by such Redemption Date); provided any Applicable Premium Deficit shall occur as a result be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such deposit Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddischarge; (iiiii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iviii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or on the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 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 Company.
(b) Subject to Section 8.01(c8.1(c) and Section 8.02 hereof8.2, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”), 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 (ii) its obligations underunder Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.13 and 3.16 and clause (4) of the first paragraph of Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.08, Section 3.09 and Section 3.15 hereof4.1), 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 documentdocument and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3), and the operation of Section 6.01(36.1(4), Section 6.1(5) (only to the extent applicable to any defeased covenants), Section 6.1(6), Section 6.1(7) or Section 6.1(8) (with respect to the covenants terminated pursuant to this Section 8.01(b)(iiSignificant Subsidiaries)), Section 6.01(4) and Section 6.01(5) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (the preceding 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 Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance or its covenant defeasance option, the Company may elect to have the Guarantee Guarantees in effect at such time shall terminate. If the Company exercises its legal defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default, and the Guarantee shall terminate. If the Company exercises its covenant defeasance option with respect to the Notesoption, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(3Sections 6.1(3), 6.1(4), 6.1(5) (only with respect to the covenants terminated pursuant extent applicable to Section 8.01(b)(ii) aboveany defeased covenants), Section 6.01(46.1(6), Section 6.1(7) and Section 6.01(56.1(8) hereof(with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with clause (4) of the first paragraph of Section 4.1. Upon satisfaction of the conditions set forth herein (including the receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the discharge of such obligations have been satisfied) and upon request and expense of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding the provisions of Section 8.01(aSections 8.1(a) and (b) hereofto the extent relating to a legal defeasance, the Company’s obligations Obligations in Section 2.02Sections 2.2, Section 2.032.3, Section 2.042.4, Section 2.052.5, Section 2.062.6, Section 2.07, Section 2.08, Section 2.09, Section 2.10, Section 3.012.11, Section 3.062.12, Section 3.072.13, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 6.07, Section 7.07, Section 7.08 hereof 7.7 and 7.8 and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 7.07Sections 7.7, Section 8.04 8.4 and Section 8.05 hereof 8.5 shall survive.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
