Guaranty Release Sample Clauses

Guaranty Release. Each Lender irrevocably authorizes the Administrative Agent to release any Guarantor from its obligations under the Guarantee Agreement if such Person (x) ceases to be a Wholly Owned Domestic Restricted Subsidiary as a result of a transaction permitted hereunder or (y) is validly designated as an Immaterial Subsidiary. In each case as specified in this Section 9.17, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this Section 9.17. In each case as specified in this Section 9.17, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.17.

Guaranty Release. (a) A Guarantor shall be automatically released from its obligations hereunder (i) in the event of dissolution of such Person in a transaction not prohibited hereunder, upon such dissolution, (ii) if such Person ceases to be a Subsidiary of the Borrower in a transaction not prohibited by this Agreement, when it first ceases to be a Subsidiary of the Borrower or (iii) if such Person ceases (or substantially simultaneously with the release hereunder shall cease) to guarantee any Debt of the Borrower. At the request of the Borrower or such Guarantor, and so long as the Borrower shall have provided the Administrative Agent such certifications or documents relating to such release as the Administrative Agent shall reasonably request, the Administrative Agent shall execute and deliver to the Borrower or such Guarantor all releases or other documents as the Borrower or such Guarantor shall reasonably request to evidence such release. All of the foregoing shall be at the expense of the Borrower, with no liability to the Administrative Agent or any Lender, and with no representation or warranty by or recourse to the Administrative Agent or any Lender. (b) Each Guarantor shall be automatically released from its obligations hereunder if all Obligations under this Agreement and the other Credit Documents (other than contingent indemnification obligations as to which no claim has been asserted) are discharged in accordance with the terms hereof and thereof. At the request of the Borrower or any Guarantor, and so long as the Borrower shall have provided the Administrative Agent such certifications or documents relating to such release as the Administrative Agent shall reasonably request, the Administrative Agent shall execute and deliver to the Borrower or such Guarantor all releases or other documents as the Borrower or such Guarantor shall reasonably request to evidence such release. All of the foregoing shall be at the expense of the Borrower, with no liability to the Administrative Agent or any Lender, and with no representation or warranty by or recourse to the Administrative Agent or any Lender.

Guaranty Release. Article 9 of the Credit Agreement is hereby amended by adding a new Section 9.9 at the end of such Article to read in its entirety as follows:

Guaranty Release. Release, whether in part or in whole, the Parent from any obligations arising under or evidenced by the Amended and Restated Guaranty, without the written consent of Lender;

Guaranty Release. Xxxxx shall use its best efforts to attain a release of the guaranties of Xxxxxxxx and Xxxxx in respect of (i) the $1,000,000 unsecured line of credit with Xxxxx Fargo Bank, N.A., (ii) the equipment lines of credit with Xxxxx Fargo Bank, N.A., and (iii) the SunTrust Bank guarantee relating to the Fabrica factoring agreement; provided that in the event that Xxxxx is unable to obtain such releases, Xxxxx agrees to indemnify and hold Xxxxxxxx and Xxxxx harmless from any liability in respect thereof.

Guaranty Release. The Company has notified the Administrative Agent that neither Teledyne Scientific & Imaging, LLC, a Delaware limited liability company, nor Teledyne XxXxxx, Inc., a Delaware corporation (each, a “Released Guarantor”), constitutes a Material Subsidiary and has requested that each of the Administrative Agent and the Lenders agree to release such entities as Guarantors. The Administrative Agent and each Lender hereby agree to release each Released Guarantor from its obligations as a Guarantor under the Guaranty and the other Loan Documents, such release to be effective as of the date after the Closing Date that the Company shall have delivered a certificate, signed by a Responsible Officer of the Company, to the Administrative Agent referencing this Section and confirming the election of the Company to release each Released Guarantor from its obligations as a Guarantor under the Guaranty. Immediately upon delivery of such certificate from the Company to the Administrative Agent after the Closing Date, neither Released Guarantor shall be a Guarantor under the Loan Documents.

Guaranty Release. Each Lender irrevocably authorizes the Administrative Agent to release any Guarantor from its obligations under the Guarantee Agreement if such Person (x) ceases to be a Wholly Owned Domestic Restricted Subsidiary as a result of a transaction permitted hereunder or (y) is validly designated as an Immaterial Subsidiary. In each case as specified in this Section 9.17, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Guarantor from its obligations under the Guarantee Agreement, in each case in accordance with the terms of the Loan Documents and this

Guaranty Release. Any Subsidiary of the Borrower shall be automatically released from its Guaranty of the Obligations (i) if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred or such Subsidiary otherwise ceases to be a Subsidiary of a Loan Party, in each case, in a transaction permitted under the Loan Documents (including, without limitation, pursuant to a waiver or consent), (ii) upon written notice by the Borrower to Administrative Agent if such Subsidiary becomes an Excluded Restricted Subsidiary and (iii) upon the payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Hedge Agreements). Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to subordinate its interest in particular types or items of property pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Collateral Agent will, and each of the Lenders (including in its capacity as a potential Hedge Bank) irrevocably authorizes the Collateral Agent to, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Guaranty Release. At or prior to the Closing, Parent shall use commercially reasonable efforts to obtain from the NH Landlord and deliver to Mercury a release of Mercury and its Affiliates (excluding the Company and its Subsidiaries) from all obligations and liabilities arising from and after the Closing Date under the NH Guaranty, in form and substance reasonably acceptable to Mercury. In the event Parent does not obtain and deliver such a release, from and after the Closing, Parent shall have no further obligations with respect to such release.

Guaranty Release. Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer duly executed releases (the “Guaranty Release Letters”), in reasonable and customary form, with respect to (a) the guaranty obligations of the Company in respect of the Parent Company Credit Facility and the Parent Company Notes (the “Parent Company Debt Guaranty Obligations”) and (b) all Encumbrances in respect of the Shares or the assets and properties of the Company granted in connection with the Parent Company Credit Facility; such Guaranty Release Letters shall provide that, effective as of the Closing, (i) the Company shall be released from the relevant Parent Company Debt Guaranty Obligations and (ii) in the case of such Guaranty Release Letter in respect of the Parent Company Credit Facility, all Encumbrances and collateral agreements relating to the Shares and/or the assets and properties of the Company which secure such obligations or any other obligations in respect of the Parent Company Credit Facility shall be automatically released and terminated.