Discharge of Obligations Under, Release of Liens Created by, and Termination of Note Documents Sample Clauses

Discharge of Obligations Under, Release of Liens Created by, and Termination of Note Documents. Effective immediately upon receipt by Holders of the Initial IPO Cash Paydown or the Initial Private Equity Investment Cash Paydown, as applicable, and the execution and delivery by Delaware Company (as applicable), Holdings and the other Company Parties, on the one hand, and Collateral Agent and Holders, on the other hand, of a mutual general release of any and all claims arising from or in respect of the Note Documents as of such date of receipt by Holders of the Initial IPO Cash Paydown or the Initial Private Equity Investment Cash Paydown, as applicable (which release shall be in substantially the form of the release set forth in Section 26 hereof but fashioned as a mutual release and shall except from its scope the rights and obligations of such parties under this Agreement (other than those rights and obligations hereunder that are discharged as set forth below)): (i) all Obligations under the Note Documents (other than those Obligations that are expressly stated to survive the termination of the Note Documents, which Obligations are hereby expressly assumed by any successor in interest to Holdings’ obligations hereunder and under any other Note Document, including, without limitation, Delaware Company) shall thereupon be completely discharged and satisfied in full, and each Company Party shall thereupon be released from all liability therefor; (ii) all liens and security interests created by the Note Documents in and to the Collateral shall thereupon be released and terminated without the need for any further action; (iii) all Note Documents shall thereupon be terminated (other than those provisions therein (such as but not limited to indemnification provisions) that by their express terms survive the termination of any such Note Documents), and all other rights and remedies of Collateral Agent and Holders thereunder shall thereupon be extinguished (including but not limited to any rights to receive or retain participation interests in any current or future film properties of any Company Party); and (iv) all obligations of Holders under any Note Document(s), including without limitation any obligation to pay management bonuses to executives of Company Parties, shall thereupon be terminated and all rights of Company Parties and any other Persons (including without limitation such executives) with respect thereto shall thereupon be completely discharged and satisfied in full, and each Holder shall thereupon be released from all liability therefor with...
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Related to Discharge of Obligations Under, Release of Liens Created by, and Termination of Note Documents

  • Survival of Obligations Upon Termination of Financing Arrangements Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Credit Parties or the rights of Agent and Lenders relating to any unpaid portion of the Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated, or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon the Credit Parties, and all rights of Agent and each Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the provisions of Section 11, the payment obligations under Sections 1.15 and 1.16, and the indemnities contained in the Loan Documents shall survive the Termination Date.

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Termination of Obligations Termination of this Agreement pursuant to Section 10.1 hereof shall terminate all obligations of the parties hereunder, except for the obligations under Article IX, Article X, and Sections 11.4, 11.7, 11.14, 11.15 and 11.16 hereof; provided, however, that termination pursuant to paragraphs (b) or (c) of Section 10.1 shall not relieve the defaulting or breaching party or parties from any liability to the other parties hereto.

  • Conditions to the Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Release of Obligations If the Delivery Date has not occurred on or prior to the Cut-Off Date (including by reason of the Aircraft not being completed and delivered, the Owner Participant's failure to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof and no transferee Owner Participant having been identified pursuant to Section 3.05(a) hereof), then, in such event, the Owner Trustee shall not purchase the Aircraft from AVSA, and subject to the last sentence of Section 3.05(a) hereof the parties to the Operative Agreements shall have no further obligations or liabilities under any of said Operative Agreements with respect to the Aircraft, including the obligation of the Owner Participant to participate in the payment of the Purchase Price, and such documents shall terminate and have no further force or effect with respect to the Aircraft; provided, however, that if the last sentence of Section 3.05(a) hereof does not apply the Lessee shall provide, no later than the Cut-Off Date, notice of prepayment to the Indenture Trustee and the Certificates shall be prepaid on the 15th day following the Cut-Off Date as provided in Section 6.02(a)(vi) of the Original Indenture and Section 17.02(c) hereof and provided further, that (i) the Lessee's obligation to pay any Transaction Costs as provided in Section 3.04 hereof (to the extent such section is applicable) and to indemnify such parties to the extent provided in such documents, shall not be diminished or modified in any respect and (ii) the obligations of the Owner Trustee, the Indenture Trustee and the Lessee to return funds and pay interest, costs, expenses and other amounts thereon or in respect thereof as provided in Section 3.02 hereof shall continue.

  • Affirmation of Obligations Each of the Credit Parties hereby acknowledges, agrees and affirms (a) its obligations under the Credit Agreement and the other Loan Documents, including, without limitation, its guaranty obligations thereunder, (b) that such guaranty shall apply to the Obligations in accordance with the terms thereof, (c) the grant of the security interest in all of its assets pursuant to the Loan Documents and (d) that such liens and security interests created and granted are valid and continuing and secure the Obligations in accordance with the terms thereof.

  • TERM, MODIFICATION AND TERMINATION OF AGREEMENT This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that the obligation of the Trust to reimburse the Adviser with respect to a Fund shall survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.

  • Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:

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