Common use of Discharge of Liability on Notes Clause in Contracts

Discharge of Liability on Notes. When (a) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (b) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/or, if applicable, Common Units and cash in lieu of any fractional Common Units, solely to satisfy outstanding conversions) sufficient to pay, or, if applicable, satisfy the Company’s Conversion Obligation with respect to, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.08), and, in either case, the Company or the Guarantor pays all other sums payable hereunder by the Company with respect to the Indenture and the outstanding Notes, then this Indenture shall, subject to Section 8.08, cease to be of further effect with respect to the Notes or any Holders. At the cost and expense of the Company, the Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the Notes on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel.

Discharge of Liability on Notes. When (aa)(i) the Company Issuer delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.083.08) for cancellation or (bii) all outstanding Notes have become due and payable, whether at on the Maturity Date, any Fundamental Change Purchase Repurchase Date, any Redemption Date, upon conversion exchange, redemption, declaration of acceleration or otherwise, and the Company or the Guarantor Issuer irrevocably deposits with the Trustee or the Guarantor delivers to the Holders, as applicable, cash cash, Ordinary Shares or a combination thereof, as applicable (and/or, if applicable, Common Units and cash in lieu of any fractional Common Units, solely to satisfy any outstanding conversions) sufficient to pay, or, if applicable, satisfy the Company’s Conversion Exchange Obligation with respect toto the Notes), sufficient to pay or deliver, as the case may be, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.083.08), and, in either case, (b) the Company or the Guarantor Issuer pays all other sums payable hereunder by it under this Indenture and (c) the Company with respect Issuer delivers to the Indenture Trustee an Officer’s Certificate and Opinion of Counsel stating that the outstanding Notesconditions precedent therefor have been satisfied, then then, this Indenture shall, subject to Section 8.08, will cease to be of further effect with respect to the Notes or any Holders. At and the cost Holders and expense of the Company, the Trustee shall will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes on written demand Notes; provided, however, that any obligation of the Company accompanied by an Officer’s Certificate Issuer to the Trustee under Sections 11.06 or 11.07 shall survive after the Notes are paid in full and an Opinion of Counselthere are no Notes outstanding.

Discharge of Liability on Notes. When (a) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.082.07) for cancellation or (b) all outstanding Notes have become due and payable, whether at the Maturity Date, at any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/orand, if applicable, shares of Common Units and cash in lieu of any fractional Common UnitsStock, solely to satisfy outstanding conversions) sufficient to pay, or, if applicable, or satisfy the Company’s Conversion Obligation with respect to, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.082.07), and, in either case, the Company or the Guarantor pays all other sums payable hereunder by the Company with respect to the Indenture and the outstanding Notes, then this Indenture shall, subject to Section 8.088.06, cease to be of further effect with respect to the Notes Notes, any Holders or any Holderseach Subsidiary Guarantor’s obligations under its Subsidiary Guarantee. At the cost and expense of the Company, the The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the Notes on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of CounselCounsel and at the cost and expense of the Company.

Discharge of Liability on Notes. When (a) the Company delivers to the Security Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (b) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion exchange or otherwise, and the Company or the Guarantor Parent irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/or, if applicable, shares of Common Units Stock and cash in lieu of any fractional share of Common UnitsStock, solely to satisfy outstanding conversionsexchanges) sufficient to pay, or, if applicable, satisfy the Company’s Conversion Exchange Obligation with respect to, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.08), ) and, in either case, the Company or the Guarantor Parent pays all other sums payable hereunder by the Company with respect to the this Indenture and the outstanding Notes, then this Indenture shall, subject to Section 8.08, cease to be of further effect with respect to the Notes or any Holders. At the cost and expense of the Company, the Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the Notes on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel.

Discharge of Liability on Notes. When (aa)(i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.082.11 hereof) for cancellation or (bii) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash and/or shares of Common Stock (and/or, if applicable, Common Units and cash in lieu of any fractional Common Units, solely to satisfy outstanding conversions) sufficient to pay, or, if applicable, Reference Property) and cash (in lieu of fractional shares of Common Stock or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as a result of conversions of the Company’s Conversion Obligation with respect toNotes), sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.082.11 hereof), and, in either case, (b) the Company or the Guarantor pays all other sums payable hereunder by the Company it under this Indenture with respect to the then outstanding Notes and (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such discharge is authorized and permitted under this Indenture and that all of the outstanding Notes, then applicable conditions precedent to the discharge of this Indenture shallhave been satisfied, then, subject to Section 8.087.06 hereof, this Indenture will cease to be of further effect with respect to the Notes or any Holders. At and the cost Holders and expense of the Company, the Trustee shall will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes on written demand Notes. Notwithstanding the satisfaction and discharge of this Indenture, (i) any obligation of the Company accompanied by an Officer’s Certificate to any Holder under Article 10 hereof with respect to the conversion of any Note or to the Trustee under Article 7 hereof with respect to compensation or indemnity, and an Opinion (ii) any obligation of Counselthe Trustee with respect to money deposited with the Trustee under this Article 8 and Section 12.02 hereof will survive.

Discharge of Liability on Notes. When (a) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (b) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/or, if applicable, Common Units and cash in lieu of any fractional Common Units, solely to satisfy outstanding conversions) sufficient to pay, or, if applicable, satisfy the Company’s Conversion Obligation with respect to, all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.08), and, in either case, the Company or the Guarantor pays all other sums payable hereunder by the Company with respect to the Indenture and the outstanding Notes, then this Indenture shall, subject to Section 8.08, cease to be of further effect with respect to the Notes or any Holders. At the cost and expense of the Company, the Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the Notes on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel.

Discharge of Liability on Notes. When (aa)(i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.08‎Section 2.11 hereof) for cancellation or (bii) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash or, solely to satisfy amounts due and owing as a result of conversions of the Notes, cash and/or shares of Common Stock (and/oror, if applicable, Common Units Reference Property) and cash in lieu of any fractional shares of Common Units, solely to satisfy outstanding conversions) sufficient to pay, Stock (or, if applicable, satisfy the Company’s Conversion Obligation with respect toReference Property Units), sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.08‎Section 2.11 hereof), and, in either case, (b) the Company or the Guarantor pays all other sums payable hereunder by the Company it under this Indenture with respect to the then outstanding Notes and (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such discharge is authorized and permitted under this Indenture and that all of the outstanding Notes, then applicable conditions precedent to the discharge of this Indenture shallhave been satisfied, then, subject to Section 8.08‎Section 7.06 hereof, this Indenture will cease to be of further effect with respect to the Notes or any Holders. At and the cost Holders and expense of the Company, the Trustee shall will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes on written demand Notes. Notwithstanding the satisfaction and discharge of this Indenture, (i) any obligation of the Company accompanied by an Officer’s Certificate to any Holder under ‎Article X hereof with respect to the conversion of any Note or to the Trustee under ‎Article VII hereof with respect to compensation or indemnity, and an Opinion (ii) any obligation of Counselthe Trustee with respect to money deposited with the Trustee under this ‎Article VIII and ‎Section 11.05 hereof will survive.

Discharge of Liability on Notes. When (aa)(i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.082.11 hereof) for cancellation or (bii) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Purchase Date, upon conversion or otherwise, and the Company or the Guarantor irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash (and/or, if applicable, and/or shares of Common Units Stock and cash (in lieu of any fractional shares of Common Units, Stock) (solely to satisfy outstanding conversions) amounts due and owing as a result of conversions of the Notes), sufficient to pay, or, if applicable, satisfy the Company’s Conversion Obligation with respect to, pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.082.11 hereof), and, in either case, (b) the Company or the Guarantor pays all other sums payable hereunder by it under this Indenture and (c) the Company with respect delivers to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all of the outstanding Notes, then applicable conditions precedent to the discharge of this Indenture shalldescribed in this section have been satisfied, then, subject to Section 8.087.06 hereof, this Indenture will cease to be of further effect with respect to the Notes or any Holders. At and the cost Holders and expense of the Company, the Trustee shall will acknowledge the satisfaction and discharge of this Indenture with respect to the Notes on written demand Notes. Notwithstanding the satisfaction and discharge of this Indenture, (i) any obligation of the Company accompanied by an Officer’s Certificate to any Holder under Article 10 hereof with respect to the conversion of any Note or to the Trustee under Section 7 hereof with respect to compensation or indemnity, and an Opinion (ii) any obligation of Counselthe Trustee with respect to money deposited with the Trustee under this Article 8 and Section 12.02 hereof will survive.