Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 30 contracts
Samples: Indenture (Nephros Inc), Indenture (Ocugen, Inc.), Indenture (Celcuity Inc.)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 12 contracts
Samples: Axcelis Technologies Inc, Axcelis Technologies Inc, Axcelis Technologies Inc
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.09 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 11 contracts
Samples: Lamar Media Corp/De, Lamar Advertising Co/New, Lamar Media Corp/De
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11 and 2.94.19, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below 9.03 with respect to the Securities of such SeriesNotes.
Appears in 9 contracts
Samples: Indenture (William Lyon Homes Inc), Indenture (National Credit & Guaranty CORP), Indenture (William Lyon Homes)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 9 contracts
Samples: Moog Inc, Dyax Corp, Indenture (Stokely Ad Agency LLC)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article ARTICLE 9. Subject to compliance with this Article ARTICLE 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 8 contracts
Samples: Indenture (Verastem, Inc.), Indenture (Novavax Inc), And (Ironwood Pharmaceuticals Inc)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Senior Notes and to have satisfied all its other obligations under such Securities Senior Notes and this Indenture insofar as such Securities Senior Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Senior Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Senior Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesSenior Notes.
Appears in 8 contracts
Samples: Genesis Health (Genesis Health Ventures Inc /Pa), Genesis Health (Genesis Health Ventures Inc /Pa), Indenture (Genesis Health Ventures Inc /Pa)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.09 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 7 contracts
Samples: Indenture (MWC Acquisition Sub Inc), Lamar Advertising Co/New, Hayes Lemmerz International Inc
Legal Defeasance. The Company may Issuers may, at its optiontheir option and at any time, by Board Resolution, be elect to have their obligations and the obligations of the Guarantors discharged from its obligations with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall Issuers will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Issuers acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSection 9.04, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B2) the Company’s Issuers’ obligations with respect to the Securities of such Series Notes under Article Two and Sections 2.44.02, 2.5, 2.6, 2.7, 2.8 4.03 and 2.94.05, (C3) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Issuers’ obligations in connection therewith and (D4) this Article 9Nine. Concurrently with any Legal Defeasance, the Issuers may, at their further option, cause to be terminated, as of the date on which such Legal Defeasance occurs, all of the obligations under any or all of the Note Guarantees, if any, then existing and obtain the release of the Note Guarantees of any or all Guarantors. In order to exercise such option regarding a Note Guarantee, the Issuers shall provide the Trustee with written notice of their desire to terminate such Note Guarantee prior to the delivery of the Opinions of Counsel referred to in Section 9.04. Subject to compliance with this Article 9Nine, the Company Issuers may exercise its their option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 7 contracts
Samples: Indenture (Crown Holdings Inc), Indenture (Crown Holdings Inc), Crown Holdings Inc
Legal Defeasance. The Company may Issuer may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall Issuer will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSection 9.04, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B2) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Article Two and Sections 2.44.02, 2.5, 2.6, 2.7, 2.8 4.03 and 2.94.05, (C3) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Issuer’s obligations in connection therewith and (D4) this Article 9Nine. Concurrently with any Legal Defeasance, the Issuer may, at its further option, cause to be terminated, as of the date on which such Legal Defeasance occurs, all of the obligations under any or all of the Note Guarantees, if any, then existing and obtain the release of the Note Guarantees of any or all Guarantors. In order to exercise such option regarding a Note Guarantee, the Issuer shall provide the Trustee with written notice of its desire to terminate such Note Guarantee prior to the delivery of the Opinions of Counsel referred to in Section 9.04. Subject to compliance with this Article 9Nine, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 6 contracts
Samples: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings Inc)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 6 contracts
Samples: Indenture (Cytomedix Inc), Indenture (Cytomedix Inc), Indenture (Us Dataworks Inc)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 5 contracts
Samples: Indenture (Genzyme Corp), Lamar Advertising Co/New, Lamar Advertising Co/New
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Note Guarantees on the date upon which the conditions set forth in Section 9.4 below 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and the Note Guarantees and to have satisfied all its other obligations under such Securities the Notes, the Note Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.68.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: hereunder (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely from the trust funds described in Section 9.4 8.04 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are dueSection, (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09, 2.12 and 2.94.05 of the Base Indenture, (Cc) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 of the Base Indenture) and (Dd) this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuer may exercise its option under this Section 9.2 8.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below 8.03 with respect to the Securities of such SeriesNotes.
Appears in 4 contracts
Samples: Fourth Supplemental Indenture (QVC Inc), Indenture (QVC Inc), Indenture (QVC Inc)
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11 and 2.94.11, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below 9.03 with respect to the Securities of such SeriesNotes.
Appears in 4 contracts
Samples: Indenture (Meritage Homes CORP), Indenture (Meritage Homes CORP), Indenture (Meritage Homes CORP)
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 hereof are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2,07, 2.08, 2.11, 4.02, 4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Company's obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 3 contracts
Samples: Covenants (Imc Global Inc), General Cable Corp /De/, Imc Global Inc
Legal Defeasance. The Company Issuers may at its their option, by Board Resolution, be discharged from its their obligations with respect to the Securities of any Series Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal ofprincipal, and interest and premium, if any, Redemption Price of, or Purchase Price of and accrued interest on, the Securities of such Series Notes when such payments are due, (B) the Company’s Issuers' obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.94.19 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and 7.7 hereof), (D) Article III and (E) this Article 9IX. Subject to compliance with this Article 9IX, the Company Issuers may exercise its their option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 3 contracts
Samples: Indenture (Petro Stopping Centers L P), Indenture (Petro Financial Corp), Indenture (Petro Stopping Centers Holdings Lp)
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Note Guarantees on the date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11 and 2.94.11, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below 9.03 with respect to the Securities of such SeriesNotes.
Appears in 3 contracts
Samples: Indenture (Meritage Homes CORP), Weyerhaeuser Real Estate Company (TRI Pointe Homes, Inc.), Weyerhaeuser Real Estate Company (TRI Pointe Homes, Inc.)
Legal Defeasance. Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, The Company may at its optionshall, by Board Resolutionsubject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, premium and interest and premiumAdditional Interest, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10, 2.12, 2.16, 4.1, 4.2 and 2.9, 4.15 (Cas to the legal existence of the Company only); (c) the rights, powers, trusts, benefits, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 and the Company’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 2 contracts
Samples: Pierce Leahy Corp, Pierce Leahy Corp
Legal Defeasance. The Company Issuers may at its their option, by Board ResolutionResolution of the Board of Directors of each of the Issuers, be discharged from its their obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuers acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuers' obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuers may exercise its their option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 2 contracts
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.17 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 2 contracts
Samples: Indenture (Cole National Group Inc), Indenture (Cole National Corp /De/)
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company may at its optionand the Subsidiary Guarantors shall, by Board Resolution, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the conditions set forth in Section 9.4 8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Subsidiary Guarantees and this Indenture and having cured all then-existing Defaults and Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by obligations with respect to this Indenture, the Securities Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as are delivered to it by the Company)all such Notes and Subsidiary Guarantees, except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, premium on, the Securities of such Series Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Company’s obligations with respect to the Securities of such Series Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 2.9, Section 4.2; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7) obligations of the Company and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 2 contracts
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company may at its option, by Board Resolution, and the Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to the Securities outstanding Notes of any Series the applicable series and the respective Note Guarantees on the date upon which the applicable conditions set forth in Section 9.4 below 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities Notes of such Series series and to have satisfied all its other obligations under the Notes of such Securities series and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Securities Notes of such Series series to receive solely payments in respect of the principal of, or interest or premium, if any, on the Notes of such series when such payments are due from the trust funds fund described in Section 9.4 8.8 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, Section; (Bii) the Company’s obligations with respect to the Securities Notes of such Series under Sections 2.4series concerning issuing temporary Notes, 2.5registration of Notes, 2.6mutilated, 2.7destroyed, 2.8 lost or stolen Notes and 2.9, the maintenance of an office or agency for payment and money for security payments held in trust; (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims ofTrustee, or payments to, and the Trustee under or pursuant to Section 7.7) Company’s and the Subsidiary Guarantors’ obligations in connection therewith; and (Div) the provisions of this Article 9Indenture relating to Legal Defeasance. Subject to compliance with this Article 98, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 8.3 below with respect to the Securities Notes of such Seriesthe applicable series.
Appears in 2 contracts
Samples: Indenture (Sealed Air Corp/De), Indenture (Sealed Air Corp/De)
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company may at its optionand the Subsidiary Guarantors shall, by Board Resolution, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the conditions set forth in Section 9.4 8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Subsidiary Guarantees and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by obligations with respect to this Indenture, the Securities Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as are delivered to it by the Company)all such Notes and Subsidiary Guarantees, except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, premium on, the Securities of such Series Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Company’s obligations with respect to the Securities of such Series Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 2.9, Section 4.2; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7) obligations of the Company and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 2 contracts
Samples: Indenture (Group 1 Automotive Inc), Indenture (Group 1 Automotive Inc)
Legal Defeasance. The Company Issuers may at its their option, by Board Resolution, be discharged from its their obligations with respect to the Securities of any Series on Notes and the date upon which Guarantors discharged from their obligations under the conditions set forth in Section 9.4 below are satisfied Guarantees (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its of their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuers' obligations with respect to the Securities of such Series Notes under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9Section 4.17 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuers may exercise its their option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its their option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 2 contracts
Samples: Supplemental Indenture (Muzak Finance Corp), Supplemental Indenture (Muzak Finance Corp)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Subsidiary Guarantors discharged from their obligations under the Subsidiary Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.1 through 2.10 hereof, 2.5, 2.6, 2.7, 2.8 Section 2.13 hereof and 2.9Section 4.19 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee and Collateral Agent hereunder (including claims of, or payments to, the Trustee and the Collateral Agent under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto and each Subsidiary Guarantor will be released from all of its obligations under its Subsidiary Guarantee. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 2 contracts
Samples: Indenture (Paxson Communications Corp), Indenture (Paxson Communications Corp)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2.07, 2.08 and 2.94.15 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesSecurities.
Appears in 2 contracts
Samples: Samsonite Corp/Fl, Samsonite Holdings Inc
Legal Defeasance. The Upon the Company's exercise under Section 4.01 hereof of the option applicable to this Section 4.02, the Company may at its option, by Board Resolution, shall be deemed to have been discharged from its obligations with respect to the Securities of any Series Defeased Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, such Legal Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities Defeased Notes, which shall thereafter be deemed to be "Outstanding" only for the purposes of such Series Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shalland, subject to Section 9.6upon Company Request, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Defeased Notes to receive receive, solely from the trust funds fund described in Section 9.4 4.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (Bb) the Company’s 's obligations with respect to the Securities of such Series Defeased Notes under Sections 2.43.04, 2.53.05, 2.63.06, 2.7, 2.8 10.02 and 2.910.03 hereof, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims ofhereunder, or payments toincluding, without limitation, the Trustee Trustee's rights under or pursuant to Section 7.7) Sections 4.05 and 6.07 hereof, and (Dd) this Article 9Four. Subject to compliance with this Article 9Four, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 4.02 notwithstanding the prior exercise of its option under Section 9.3 below 4.03 hereof with respect to the Securities of such SeriesNotes.
Appears in 2 contracts
Samples: Spincycle Inc, Spincycle Inc
Legal Defeasance. The Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company may at its optionshall, by Board Resolutionsubject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of such Series Section 8.6 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunderpursuant to this Indenture: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds fund described in Section 9.4 8.4 hereof, and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, and interest on, the Securities of such Series Notes when such payments are due, (Bb) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9Section 4.2 hereof, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, and the Trustee under or pursuant to Section 7.7) Company's obligations in connection therewith and (Dd) this Article 98. Subject to compliance with this Article 98, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 2 contracts
Samples: Indenture (Cinemark Inc), Cinemark Usa Inc /Tx
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 2 contracts
Samples: Velo3D, Inc., Velo3D, Inc.
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors and the Nation discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below hereof are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.72,7, 2.8 2.8, 2.11, 4.2, 4.3 and 2.94.5, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and the Company's obligations in connection therewith and (D) this Article 9IX. Subject to compliance with this Article 9IX, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Seneca Erie Gaming Corp)
Legal Defeasance. The Company may at its optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments (in form and substance reasonably satisfactory to the Trustee) acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuer may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Carrols Restaurant Group, Inc.
Legal Defeasance. The Company may Issuers may, at its optiontheir option and at any time, by Board Resolution, be elect to have their obligations and the obligations of the Guarantors discharged from its obligations with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall Issuers will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities and Notes, this Indenture and the Collateral Agreements insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuers’ obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2,07, 2.08, 2.11, 4.02, 4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Issuers’ obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company Issuers may exercise its their option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Security Agreement (Portrait Corp of America, Inc.)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the such Securities of such Series under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 1 contract
Samples: Antigenics Inc /De/
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the Accreted Value or principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuer's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09, and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Oro Spanish Broadcasting Inc
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company may at its optionand the Subsidiary Guarantors shall, by Board Resolution, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the conditions set forth in Section 9.4 8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Subsidiary Guarantees and this Indenture and having cured all then-existing Defaults and Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by obligations with respect to this Indenture, the Securities Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as are delivered to it by the Company)all such Notes and Subsidiary Guarantees, except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, premium on, the Securities of such Series Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Company’s obligations with respect to the Securities of such Series Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 2.9, Section 4.2; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7) obligations of the Company and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 98. Subject to compliance with this Article 98, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 1 contract
Samples: Indenture (SYNAPTICS Inc)
Legal Defeasance. The Company Issuers may at its their option, by Board Resolution, be discharged from its their obligations with respect to the Securities of any Series on Notes and the date upon which Guarantors discharged from their obligations under the conditions set forth in Section 9.4 below are satisfied Guarantees (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its of their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuers' obligations with respect to the Securities of such Series Notes under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9Section 4.16 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuers may exercise its their option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its their option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Business Sound Inc
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 10.03 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.610.05 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 10.03 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, of and interest and premium, if any, on, the Securities of on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.92.13 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.78.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series10.
Appears in 1 contract
Samples: Submicron Systems Corp
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented rep- resented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2.07, 2.08 and 2.94.12 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: Samsonite Holdings Inc
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its their obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuer's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (United Industries Corp)
Legal Defeasance. The Company may at its option, by Board ResolutionResolution of the Board of Directors of the Company, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 10.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.610.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 10.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.23 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.78.07 hereof) and (D) this Article 910. Subject to compliance with this Article 910, the Company may exercise its option under this Section 9.2 10.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 10.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Sandhills Inc)
Legal Defeasance. The Company may at its optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuer may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Carrols Restaurant Group, Inc.
Legal Defeasance. The Company Borrower may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Loans and the Subsidiary Guarantors discharged from their obligations under the Subsidiary Guarantees on the date upon which the conditions set forth in Section 9.4 2.20 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Borrower shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Loans and to have satisfied all its other obligations under such Securities Loans and this Indenture Agreement insofar as such Securities Loans are concerned (and the TrusteeAdministrative Agent, at the expense of the CompanyBorrower, shall, subject to Section 9.62.22 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Lenders holding Loans to receive solely from the trust funds described in Section 9.4 2.20 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Loans when such payments are due, and (B) Sections 2.17 through 2.22, 11.04 and the Company’s obligations provisions of this Agreement referred to in Section 11.02. If the Borrower exercises its Legal Defeasance option, repayment of the Loans may not be accelerated because of an Event of Default with respect to the Securities thereto and each Subsidiary Guarantor will be released from all of such Series its obligations under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9its Subsidiary Guarantee. Subject to compliance with this Article 9the requirements set forth in Section 2.20 relating to a Legal Defeasance, the Company Borrower may exercise its option under this Section 9.2 with respect to the Securities of any Series 2.18 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series2.19 below.
Appears in 1 contract
Legal Defeasance. The Company and the Guarantors may at its optionthe option of the Company, by Board ResolutionResolution of the Board of Directors of the Company, be discharged from its their obligations with respect to the Securities of any Series Notes and the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11 and 2.94.18 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Fairfield Manufacturing Co Inc
Legal Defeasance. The Upon the Company’s exercise of the above option applicable to this Section, the Company may at its option, by Board Resolution, shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of any Series such series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancedefeasance”). For this purpose, such Legal Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Series series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Outstanding Securities of such Series series to receive receive, solely from the trust funds fund described in Section 9.4 14.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest of (and premium, if any) and interest, onif any, the on such Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the such Securities of such Series under Sections 2.42.03, 2.53.05, 2.63.06, 2.7, 2.8 10.02 and 2.910.03, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9Fourteen. Subject to compliance with this Article 9Fourteen, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 14.02 notwithstanding the prior exercise of its option under Section 9.3 below 14.03 with respect to the Securities of such Seriesseries.
Appears in 1 contract
Samples: Indenture (Ford Motor Credit Co LLC)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes, and the Guarantors may be discharged from their obligations under the Guarantees, on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.17 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company Issuers may at its their option, by Board Resolution, be discharged from its their obligations with respect to the Securities of any Series on Notes and the date upon which Guarantors discharged from their obligations under the conditions set forth in Section 9.4 below are satisfied Guarantees (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its of their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal Accreted Value of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuers' obligations with respect to the Securities of such Series Notes under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9Section 4.17 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuers may exercise its their option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its their option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Supplemental Indenture (Muzak Holdings Finance Corp)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2.07, 2.08 and 2.94.15 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: Indenture (Samsonite Corp/Fl)
Legal Defeasance. The Company may at its optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and Applicable Premium or any other premium, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuer may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Salem Media Group, Inc. /De/
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 9.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.5, execute proper instruments reasonably requested by the Company acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.3 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.1 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.2 below with respect to the Securities of such Series.
Appears in 1 contract
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 2.8, 2.9 and 2.94.8 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 1 contract
Samples: Lamar Electrical Inc
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Subsidiary Guarantors discharged from their obligations under the Subsidiary Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal or Accreted Value of, and interest and as the case may be, premium, if any, onand interest and Special Interest, the Securities of if any, on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.1 through 2.10 hereof, 2.5, 2.6, 2.7, 2.8 Section 2.13 hereof and 2.9Section 4.19 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto and each Subsidiary Guarantor will be released from all of its obligations under its Subsidiary Guarantee. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company may at its option, by Board ResolutionResolution of the Board of Directors of the Company, be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.8, 2.9 and 2.94.2 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof), (D) the Company's rights of optional redemption and (DE) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (MMH Holdings Inc)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (B) the Company’s 's obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2.07, 2.08 and 2.94.12 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: Samsonite Holdings Inc
Legal Defeasance. The Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company may at its optionwill, by Board Resolutionsubject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities outstanding Notes, which will thereafter be deemed to be "outstanding" only for the purposes of such Series Section 8.6 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, will execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall will survive until otherwise terminated or discharged hereunderpursuant to this Indenture: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds fund described in Section 9.4 8.4 hereof, and as more fully set forth in such sectionSection, payments in respect of the principal of, and premium, if any, interest and premiumLiquidated Damages, if any, on, the Securities of such Series Notes when such payments are due, (Bb) the Company’s 's obligations with respect to such Notes under Article 2 and, to the Securities of extent such Series under Sections 2.4obligations are not satisfied by payment from such trust fund, 2.5, 2.6, 2.7, 2.8 and 2.9Section 4.1 hereof, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, and the Trustee under or pursuant to Section 7.7) Company's obligations in connection therewith and (Dd) this Article 98. Subject to compliance with this Article 98, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Indenture (Tv Filme Inc)
Legal Defeasance. The Company may may, at its option, option by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities and Notes, this Indenture insofar as such Securities are concerned and the Security Documents (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, of and interest and premium, if any, on, the Securities of on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.8, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Healthcor Holdings Inc
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company may at its optionand the Subsidiary Guarantors shall, by Board Resolution, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the conditions set forth in Section 9.4 8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Subsidiary Guarantees and this Indenture and having cured all then-existing Defaults and Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by obligations with respect to this Indenture, the Securities Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as are delivered to it by the Company)all such Notes and Subsidiary Guarantees, except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, premium on, the Securities of such Series Notes when such payments are due, due from the trust funds referred to in clause (B1) of Section 8.4; (b) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation, or payments tounder Sections 7.6, 8.5 and 8.7 and the Trustee under or pursuant to Section 7.7) obligations of the Company and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 1 contract
Samples: Indenture (Cars.com Inc.)
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations discharged with respect to the outstanding Securities of any Series on the a date upon which the conditions set forth in Section 9.4 below 7.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.67.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 7.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (Bb) the Company’s obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2,07, 2.08, 2.11 and 2.93.02, (Cc) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.76.07) and the Company’s obligations in connection therewith and (Dd) this Article 9VII. Subject to compliance with this Article 9VII, the Company may exercise its option under this Section 9.2 7.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 7.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: Indenture (El Paso Natural Gas Co)
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.22 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9IX. Subject to compliance with this Article 9IX, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Canwest Media Inc
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.94.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (McClatchy Co)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.4Sec- tions 2.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.09 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Obligors shall be deemed to have paid and will be discharged the entire indebtedness represented by from any and all obligations in respect of this Indenture and the Securities on the date of such Series the deposit referred to in clause (a) of this Section 8.2, and to have satisfied all its other obligations under such Securities and the provisions of this Indenture insofar as such shall no longer be in effect with respect to the Securities are concerned ("LEGAL DEFEASANCE"), and the Trustee, at the expense of the CompanyObligors, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the followingfollowing provisions, which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds fund described in Section 9.4 and as more fully set forth in such section, clause (a) below payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (Bii) the Company’s Obligors' obligations with respect to the such Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9Section 4.3 hereof, (Ciii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder (including claims ofhereunder, or payments toincluding, without limitation, Section 7.7 hereof and the Trustee under or pursuant to Section 7.7) Obligors' obligations in connection therewith and (Div) this Article 9Section 8.2. Subject to compliance with this Article 9Section 8.2, the Company Obligors may exercise its their option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its their option under Section 9.3 below with respect 8.3 hereof. The following conditions shall apply to the Securities of such Series.Legal Defeasance:
Appears in 1 contract
Samples: Ribapharm Inc
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s Issuer's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.21 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Canwest Media Inc
Legal Defeasance. The Company may at its option, by Board ResolutionResolution of the Board of Directors of the Company, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.20 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Glasstech Inc)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper such instruments reasonably requested by the Company acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 1 contract
Samples: Indenture (Verastem, Inc.)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other Table of Contents obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article ARTICLE 9. Subject to compliance with this Article ARTICLE 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 1 contract
Samples: Finch Therapeutics Group, Inc.
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company may at its optionand each Guarantor shall, by Board Resolutionsubject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes or Note Guarantees, as applicable, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, of and any premium and interest and premium, if any, on, the Securities of on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Indenture (Actuant Corp)
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal Accreted Value of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2,07, 2.08,4.02,4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Company’s obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company Issuer may at its option, by Board ResolutionResolution of the Board of Directors of the Issuer, be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.09 and 2.94.21 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Canwest Media Inc
Legal Defeasance. The Subject to Section 12.4, the Company at any time may at its option, by Board Resolution, be discharged from terminate all its obligations under the Securities of a particular series and this Indenture (and have each Guarantor’s obligation discharged with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied its Guarantee and this Indenture) (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the such Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for subject to the following, following which shall survive until otherwise terminated or discharged hereunderall the Securities of such series have in fact been paid in full: (A1) the rights of Holders of outstanding such Securities of such Series to receive receive, solely from the trust funds fund described in Section 9.4 12.4 and as more fully set forth in such sectionSection, payments in respect of the principal of, of and any premium and interest and premium, if any, on, the on such Securities of such Series when such payments are due, (B2) the Company’s obligations with respect to the such Securities of such Series under Sections 2.43.4, 2.53.5, 2.63.6, 2.73.8, 2.8 3.9, 10.2 and 2.910.3, (C3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D4) this Article 9Article. Subject to compliance with this Article 9Article, the Company may exercise its option under (if any) to have this Section 9.2 with respect applied to the any Securities of any Series notwithstanding the prior exercise of its option under (if any) to have Section 9.3 below with respect 12.3 applied to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: Express Scripts Inc
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Subsidiary Guarantors discharged from their obligations under the Subsidiary Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.1 through 2.10 hereof, 2.5, 2.6, 2.7, 2.8 Section 2.13 hereof and 2.9Section 4.19 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee and Collateral Agent hereunder (including claims of, or payments to, the Trustee and the Collateral Agent under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto and each Subsidiary Guarantor will be released from all of its obligations under its Subsidiary Guarantee. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Paxson Communications Corp
Legal Defeasance. The Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company may at its optionand each Guarantor shall, by Board Resolutionsubject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes or Note Guarantees, as applicable, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, of and any premium and interest and premium, if any, on, the Securities of on such Series Notes when such payments are due, ; (Bb) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Company's obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company's rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: American Pacific Corp
Legal Defeasance. The Company may at its optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.8, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuer may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Jeffboat LLC
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.93.8 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Federal Mogul Corp)
Legal Defeasance. The Company may at its option, by Board Resolution, option be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such sectionSection, payments in respect of the principal or Purchase Price of, and accrued interest and premium, if any, on, the Securities of such Series Notes when such payments are due, (Bii) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.94.16 hereof, (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof), (iv) Article III and (Dv) this Article 9IX. Subject to compliance with this Article 9IX, the Company may exercise its their option under this Section 9.2 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Labranche & Co Inc
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2,07, 2.08, 4.02, 4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Company’s obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company may at its optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7) 3.7; and (De) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities provisions of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.this
Appears in 1 contract
Legal Defeasance. The Company may at its optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Securities outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders the Issuer of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, onand interest, the Securities of if any, on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2 hereof; (Cc) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.8, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuer may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: American Woodmark Corp
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, and 2.92.08, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Healthcor Holdings Inc)
Legal Defeasance. The Unless otherwise provided with respect to any Series pursuant to Section 2.2, the Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, and interest on the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.92.9 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.
Appears in 1 contract
Samples: Biogen Inc.
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2.07, 2.08 and 2.94.14 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: Indenture (Samsonite Corp/Fl)
Legal Defeasance. The Company may Issuer may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have all of its obligations and the obligations of the Guarantors with respect to a series of Notes discharged with respect to this Indenture, the Securities outstanding Notes of any Series such series and the Note Guarantees of such series on the a date upon which the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, “Legal DefeasanceXxxxx- xxxxx”). For this purpose, such Legal Defeasance means that the Company shall Issuer will be deemed to have paid and discharged the entire indebtedness represented by the Securities outstanding Notes of such Series a series and to have satisfied all its their other obligations under such Securities Notes and this Indenture insofar in- sofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Issuer acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of the Holders of the outstanding Securities Notes of such Series series to receive re- ceive solely from the trust funds described in Section 9.4 9.04 and as more fully set forth in such sectionSec- tion 9.04, payments in respect of the principal amount of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B2) the CompanyIssuer’s obligations with respect to the Securities issuing temporary Notes of such Series series, registration of Notes or mutilated, destroyed, lost or stolen Notes, in each case under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article Two and 2.9Section 4.02, (C3) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder hereun- der (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Issuer’s obligations in connection therewith, and (D4) this Article 9Nine. Subject to compliance Concurrently with this Article 9any Legal Defeasance, the Company may exercise Issuer may, at its option under this Section 9.2 with respect further option, cause to be terminated, as of the Securities date on which such Legal Defeasance occurs, all of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.obli-
Appears in 1 contract
Samples: James Hardie Industries PLC
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations discharged with respect to the outstanding Securities of any Series on the a date upon which the conditions set forth in Section 9.4 below 7.04 are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.67.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 7.04 and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the and interest on such Securities of such Series when such payments are due, (Bb) the Company’s 's obligations with respect to the such Securities of such Series under Sections 2.42.02, 2.52.03, 2.62.04, 2.72.05, 2.8 2.06, 2,07, 2.08, 2.11 and 2.93.02, (Cc) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.76.07) and the Company's obligations in connection therewith and (Dd) this Article 9VII. Subject to compliance with this Article 9VII, the Company may exercise its option under this Section 9.2 7.02 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 7.03 below with respect to the Securities of such SeriesSecurities.
Appears in 1 contract
Samples: El Paso Natural Gas Co
Legal Defeasance. The Upon the Company's exercise under Section 8.01 of the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, the Company may at its option, by Board Resolution, shall be deemed to have been discharged from its obligations with respect to the all outstanding Securities of any Series such Series, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guaranty, on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Securities of such Series Series, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture, and each Subsidiary Guarantor shall be deemed to have satisfied all its obligations under its Subsidiary Guaranty and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds fund described in Section 9.4 8.04, and as more fully set forth in such sectionSection, payments in respect of the principal of, premium, if any, and interest and premiuminterest, if any, on, the such Securities of such Series when such payments are due, (Bb) the Company’s 's obligations with respect to the such Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.4.02,
Appears in 1 contract
Samples: TOUSA Investment #1, Inc.
Legal Defeasance. The Company Issuer may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on Notes and the date upon which Guarantors discharged from their obligations under the conditions set forth in Section 9.4 below are satisfied Guarantees (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all of its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the CompanyIssuer’s obligations with respect to the Securities of such Series Notes under Sections 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 2.9Section 4.16 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company Issuer may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its their option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Muzak LLC)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest of (and premium, if any) and interest, onif any, on the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4Section 2.4 through Section 2.9, 2.5inclusive, 2.6, 2.7, 2.8 and 2.9hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below hereof with respect to the Securities of such Series.
Appears in 1 contract
Samples: Indenture (Shore Bancshares Inc)
Legal Defeasance. The Company may at its optionUpon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionthe Issuers shall, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the applicable conditions set forth in Section 9.4 8.4 hereof, be deemed to have been discharged from the Issuers’ obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged all amounts owed under the entire indebtedness represented by outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the Securities purposes of such Series Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.2 below, and to have satisfied all its the Issuers’ other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds fund described in Section 9.4 8.4 hereof, and as more fully set forth in such sectionSection 8.4, payments in respect of the principal of, and interest and premium, if any, onand Interest (and Liquidated Damages, the Securities of if any), on such Series Notes when such payments are due, (Bb) the Company’s Issuers’ obligations with respect to the Securities of such Series Notes under Article II and Sections 2.44.1, 2.54.2, 2.64.6, 2.7, 2.8 4.16 and 2.94.18, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, and the Trustee under or pursuant to Section 7.7) Issuers’ obligations in connection therewith and (Dd) this Article 9VIII. Subject to compliance with this Article 9VIII, the Company Issuers may exercise its their option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3 hereof.
Appears in 1 contract
Samples: Indenture (TWC Holding Corp.)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection , payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.09 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Outdoor Systems Inc)
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company may at its optionand the Subsidiary Guarantors shall, by Board Resolution, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the conditions set forth in Section 9.4 8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Subsidiary Guarantees and this Indenture and having cured all then-existing Defaults and Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by obligations with respect to this Indenture, the Securities Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as are delivered to it by the Company)all such Notes and Subsidiary Guarantees, except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, premium on, the Securities of such Series Notes when such payments are due, due from the trust funds referred to in clause (B1) of Section 8.4; (b) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 2.9, 4.2; (Cc) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation, or payments tounder Sections 7.6, 8.5 and 8.7 and the Trustee under or pursuant to Section 7.7) obligations of the Company and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 1 contract
Samples: Indenture (Playtika Holding Corp.)
Legal Defeasance. (1) The Company may at its optionand the Guarantors shall, by Board Resolution, be discharged from its obligations with respect subject to the Securities satisfaction of any Series on the date upon which the conditions set forth in Section 9.4 below 8.4 hereof, be deemed to have been discharged from their Obligations with respect to all Offered Securities then Outstanding and the Guarantees issued with respect thereto under the Indenture on the date the conditions set forth in Section 8.4 hereof are satisfied with respect to the Offered Securities (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Offered Securities then Outstanding of such Series series, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.5 hereof and the other Sections of the Indenture referred to below, and to have satisfied all its other obligations Obligations under such Offered Securities and this Indenture insofar as such Securities are concerned the Indenture, including the Obligations of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the followingprovisions of Section 3.03, Section 3.04, Section 3.05, Section 3.06, Section 6.06, Section 6.07, Section 6.10, Section 10.01 and Section 10.02 of the Base Indenture and Section 8.1 hereof, Section 8.5 hereof, Section 8.6 hereof and Section 8.7 hereof, which shall survive until otherwise terminated or discharged hereunder: (A) under the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such SeriesIndenture.
Appears in 1 contract
Legal Defeasance. The Company may at its optionUpon the Issuer's exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutionthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its obligations with respect to the Securities of any Series all outstanding Notes on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Obligations represented by the Securities Notes and the Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of such Series Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations Obligations under such Securities Notes, Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall, subject to Section 9.6, shall execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, of and interest and premiumPremium, if any, on, the Securities of and interest on such Series Notes when such payments are due, due from the trust referred to in Section 8.4(a); (Bb) the Company’s Issuer's obligations with respect to the Securities of such Series Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10, 2.15, 2.18 and 2.9, 4.2; (Cc) the rights, powers, trusts, benefits, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Sections 7.14, 8.5 and 8.7 and the Trustee under or pursuant to Section 7.7) obligations of the Issuer and the Guarantors in connection therewith; and (Dd) the provisions of this Article 98. Subject to compliance with this Article 98, the Company Issuer may exercise its option under this Section 9.2 with respect to the Securities of any Series 8.2 notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series8.3.
Appears in 1 contract
Samples: Indenture (Urs Corp /New/)
Legal Defeasance. The Company may at its option, by Board ResolutionResolution of the Board of Directors of the Company, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11, 4.19 and 2.94.21 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (Oglebay Norton Co /New/)
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors discharged with respect to the Securities outstanding Notes of any Series a particular series on the a date upon which the conditions set forth in Section 9.4 below 9.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities outstanding Notes of such Series series and to have satisfied all its other obligations under such Securities Notes of such series and this Indenture insofar as such Securities Notes of such series are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities Notes of such Series series to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11, 4.02, 4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Company’s obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities Notes of any Series such series notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (General Cable Corp /De/)
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 2.11, 2.16, 2.17, 4.02, 4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Company’s obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Indenture (General Cable Corp /De/)
Legal Defeasance. The Company may may, at its optionoption and at any time, by Board Resolution, be discharged from elect to have its obligations and the obligations of the Guarantors discharged with respect to the Securities of any Series outstanding Notes on the a date upon which the conditions set forth in Section 9.4 below 9.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series outstanding Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08, 4.02, 4.03 and 2.94.05, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and the Company’s obligations in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, and 2.92.08, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Rural Metro of Ohio Inc
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection , payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.09 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such Series.Notes. 77 -70-
Appears in 1 contract
Samples: Indenture (Outdoor Systems Inc)
Legal Defeasance. The Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series Notes and the Guarantors discharged from their obligations under the 93 -86- Guarantees on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.94.09 hereof, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.77.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Legal Defeasance. The Company may at its option, by Board Resolution, elect to be discharged from its obligations with respect to the Securities of any Series Notes on the date upon which the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Securities of such Series Notes and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.69.06 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders holders of outstanding Securities of such Series Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such sectionSection, payments in respect of the principal of, and interest and premium, if any, on, the Securities of and interest on such Series Notes when such payments are due, ; (B) the Company’s 's obligations with respect to the Securities of such Series Notes under Sections 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.08 and 2.9, 4.18 hereof; (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) 7.07 hereof); and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 9.02 with respect to the Securities of any Series Notes notwithstanding the prior exercise of its option under Section 9.3 9.03 below with respect to the Securities of such SeriesNotes.
Appears in 1 contract
Samples: Park Ohio Industries Inc