Common use of Form and Sufficiency of Release Clause in Contracts

Form and Sufficiency of Release. In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company or such Guarantor requests the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture and the Collateral Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral Agent), the Collateral Agent shall execute, acknowledge and deliver to the Company or such Guarantor such an instrument in the form provided by the Company and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Appears in 3 contracts

Samples: Indenture (Loral Orion Inc), Indenture (Loral Orion Inc), Indenture (Loral Space & Communications Inc.)

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Form and Sufficiency of Release. In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company or such Guarantor requests the Notes Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such any property under pursuant to Section 12.03 of this Indenture and the Collateral DocumentsIndenture, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Officer’s Certificate from the Issuer and Opinion of Counsel upon certifying that all conditions precedent to such release have been met, the request Notes Collateral Agent shall, at the sole cost and expense of the Collateral Agent)Issuer, the Collateral Agent shall execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the Company and reasonably Issuer (to the extent acceptable to the Notes Collateral Agent Agent, acting reasonably), and providing for release without recourse, representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall shall, at the sole cost and expense of the Issuer take such other action as the Company Issuer or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Notes Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Appears in 2 contracts

Samples: Indenture (Ingram Micro Holding Corp), Indenture (Ingram Micro Holding Corp)

Form and Sufficiency of Release. In the event that the Company or any Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 10.05 or 11.06 10.06 may be sold, exchanged or otherwise disposed of by the Company or any Subsidiary Guarantor, and the Company or such Subsidiary Guarantor requests the Collateral Agent Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Subsidiary Guarantee of the Notes and the Collateral Documents, upon being satisfied that the Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 10.05 or 11.06 10.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral AgentTrustee), the Collateral Agent Trustee shall execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company Company, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Subsidiary Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent Trustee hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Appears in 2 contracts

Samples: Indenture (RBX Corp), Indenture (RBX Corp)

Form and Sufficiency of Release. In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 10.05 or 11.06 10.06 may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor, and the Company Issuer or such Guarantor requests the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property Property under this Indenture and the Collateral Security Documents, upon being satisfied that compliance by the Company Issuer or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 10.05 or 11.06 10.06 (which may which, in the case of Section 10.06, shall include receipt of an Officers' Certificate of the Issuer or such Guarantor reciting the sale, exchange or other disposition made or proposed to be made and Opinion describing in reasonable detail the property affected thereby, and stating that such Property is Property which by the provisions of Counsel upon Section 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the request Issuer or such Guarantor without any release or consent of the Collateral Agent), the Collateral Agent shall execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the Company Issuer, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company Issuer or such Guarantor may reasonably request in writing and is as necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights Property purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property Property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Appears in 1 contract

Samples: Indenture (Orbimage Inc)

Form and Sufficiency of Release. In the event that the Company or any Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 10.05 or 11.06 10.06 may be sold, exchanged or otherwise disposed of by the Company or any Subsidiary Guarantor, and the Company or such Subsidiary Guarantor requests the Collateral Agent Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Subsidiary Guarantee of the Notes and the Collateral Documents, upon being satisfied that the Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 10.05 or 11.06 10.06 (which may include receipt of an Officers' Certificate and or Opinion of Counsel upon the request of the Collateral AgentTrustee), the Collateral Agent Trustee shall execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company Company, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Subsidiary Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent Trustee hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Appears in 1 contract

Samples: Indenture (RBX Corp)

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Form and Sufficiency of Release. In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or any Guarantor to any Person other than the Company or a Guarantor, and the Company or such any Guarantor requests in writing that the Collateral Agent to furnish a written disclaimer, release or quitclaim quit-claim of any interest in such property under this Indenture and the Collateral Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral Agent), the Collateral Agent shall execute, acknowledge and deliver to the Company or such Guarantor (in proper form prepared by the Company or such Guarantor) such an instrument in the form provided by the Company and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release release, including the delivery to the Collateral Agent of an Officer’s Certificate and shall take such other action as the Company or such Guarantor may reasonably request and is necessary to effect such releaseOpinion of Counsel that all conditions thereto have been satisfied. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and or of the Collateral Security Documents.

Appears in 1 contract

Samples: Indenture (Far East Energy Corp)

Form and Sufficiency of Release. In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that that, under the provisions terms of Section 11.05 or 11.06 this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor, and the Company Issuer or such Guarantor requests the Notes Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Note Guarantee and the Collateral Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Officer’s Certificate from the Issuer and Opinion of Counsel upon certifying that all conditions precedent to such release have been met, the request Notes Collateral Agent shall, at the sole cost and expense of the Collateral Agent)Issuer, the Collateral Agent shall execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the Company and reasonably Issuer (to the extent acceptable to the Notes Collateral Agent Agent, acting reasonably), and providing for release without recourse, representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall shall, at the sole cost and expense of the Issuer take such other action as the Company Issuer or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Notes Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Appears in 1 contract

Samples: Indenture (Custom Truck One Source, Inc.)

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