Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. (b) A Guarantee as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor shall be automatically released from all obligations under this Article X upon: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of (a) the Capital Stock (including any sale, disposition or other transfer following which such Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; (ii) the release or discharge of the obligations of such Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11; (iii) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; (iv) the Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (v) the receipt of the consent of the holders in accordance with Article IX; or (vi) such Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facility Indebtedness or other exercise of remedies in respect thereof.
Appears in 1 contract
Samples: Indenture (Trimas Corp)
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guaranteethis Indenture, as it relates to such Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A Guarantee as to any Guarantor Restricted Subsidiary shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be automatically deemed to be released from all obligations under this Article X 10 upon:
(iA) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of (a) the Capital Stock (including any saleof the applicable Subsidiary Guarantor, disposition or other transfer following which such Subsidiary Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;
(iiB) the release or discharge of the obligations of such Issuer designating a Subsidiary Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary;”;
(ivC) in the case of any Restricted Subsidiary which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or
(D) the Issuer’s exercise of its the legal defeasance option or covenant defeasance option under Article VIII Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with the terms of this Indenture;Section 8.01(a); and
(vii) in the receipt case of Section 10.02(b)(i)(A), such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the consent Issuer or any Restricted Subsidiary of the holders in accordance with Article IX; or
(vi) such Guarantor Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facility Bank Indebtedness or other exercise of remedies in respect thereof.
Appears in 1 contract
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Guaranteed Obligations guaranteed obligations any Guarantor is hereunder by each Guarantor obligated as co-issuer shall not exceed the maximum amount that such Guarantor can be hereby guaranteed by so obligated as co-issuer (after giving effect to all its Guarantees of Debt under the applicable Guarantor Senior Debt) without rendering the Guaranteethis Indenture, as it relates to such any Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A This Guarantee as to any Subsidiary Guarantor shall automatically terminate and be of no further force or effect effect, and any such Subsidiary Guarantor shall be automatically released from all and relieved of any obligations under its Debenture Guarantee and this Article X upon:
Indenture, upon (i) the sale, disposition, exchange designation (in accordance with the provisions of this Indenture) of such Subsidiary Guarantor as an Unrestricted Subsidiary or (ii) the sale or other transfer (including through merger, consolidation, amalgamation or otherwise) disposition of (a) the Capital Stock (including any sale, disposition or other transfer following which such Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;
(ii) the release or discharge of the obligations of such Subsidiary Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;
(iv) the Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;
, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor then held by the Issuer and its Restricted Subsidiaries; or (viii) the receipt sale or other disposition of the consent Capital Stock of the holders in accordance with Article IX; or
(vi) any Subsidiary Guarantor if as a result of such Guarantor ceasing disposition, such Person ceases to be a Subsidiary as a result of the Issuer. If the Debenture Guarantee of any foreclosure Subsidiary Guarantor terminates pursuant to the foregoing provisions, such Person shall cease to be a Subsidiary, a Guarantor or otherwise a party to this Indenture and, upon request by the Issuer, the Trustee shall execute appropriate instruments acknowledging such termination and the release of any pledge or security interest securing Credit Facility Indebtedness or other exercise of remedies in respect thereofsuch Person from its obligations hereunder.
Appears in 1 contract
Samples: Indenture (Umt Holdings Lp)
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum maximum, aggregate amount of the Guaranteed Obligations obligations guaranteed hereunder by each any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by (after giving effect to all its Guarantees of Debt under the applicable Guarantor Senior Credit Facility) without rendering the Guaranteethis Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A Guarantee as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor shall be automatically released from all obligations under this Article X uponIn the event of:
(i1) the sale, disposition, exchange a sale or other transfer (including through merger, consolidation, amalgamation or otherwise) disposition of (a) the Capital Stock (including any sale, disposition or other transfer following which such Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such any Guarantor, if in each caseby way of merger, such saleconsolidation or otherwise, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;
(ii) the release or discharge of the obligations of such Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;
(iv) the Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;
(v) the receipt of the consent of the holders in accordance with Article IX; or
(vi2) the sale or other disposition of Capital Stock of any Guarantor if as a result of such Guarantor ceasing disposition, such Person ceases to be a Subsidiary as a result of the Issuer, then the Person acquiring such assets (in the case of clause (i) and notwithstanding Section 5.02) or such Guarantor (in the case of clause (ii)) shall be automatically and irrevocably released and relieved of any foreclosure obligations under its Security Guarantee and this Indenture; provided that such sale or other disposition is in compliance with this Indenture, including Section 4.06 (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with Section 4.06 needs to be so applied).
(c) If the Security Guarantee of any pledge Guarantor terminates pursuant to the foregoing provisions or security interest securing Credit Facility Indebtedness pursuant to Section 4.11(b) such Person shall cease to be a Guarantor or otherwise a party to this Indenture and, upon request by the Issuer, the Trustee shall execute appropriate instruments acknowledging such termination and the release of such Person from its obligations under its Security Guarantee and hereunder. It is expressly acknowledged that the application of the Net Proceeds of any such sale or other exercise disposition referred to in subsection (b) in accordance with Section 4.06 following the date of remedies in respect thereofsuch release shall not be a condition precedent to such release and any failure to make such application as required by such Section 4.06 shall not cause the revocation of any such release (it being understood that such failure shall constitute a Default or Event of Default, as applicable).
Appears in 1 contract
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guaranteethis Indenture, as it relates to such Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A Guarantee as to any Guarantor Restricted Subsidiary shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be automatically deemed to be released from all obligations under this Article X upon10 upon delivery of an Officers’ Certificate confirming one of the following:
(iA) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of (a) the Capital Stock (including any saleof the applicable Subsidiary Guarantor, disposition or other transfer following which such Subsidiary Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;
(iiB) the release or discharge of the obligations of such Issuer designating a Subsidiary Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”;; or
(ivC) the Issuer’s exercise of its the legal defeasance option or covenant defeasance option under Article VIII Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with the terms of this Indenture;Section 8.01(a); and
(vii) in the receipt case of Section 10.02(b)(i)(A), such Subsidiary Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the consent Issuer or any Restricted Subsidiary of the holders in accordance with Article IX; or
(vi) such Guarantor Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facility Bank Indebtedness or other exercise of remedies in respect thereof.
(c) A Guarantee as to any Non-Subsidiary Guarantor other than Affinion Group shall terminate and be of no further force or effect and such Non-Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon:
(A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of the applicable Non-Subsidiary Guarantor, following which such Non-Subsidiary Guarantor is no longer a Restricted Subsidiary of Affinion Group as defined in AGI Senior Notes Indenture, if such sale, disposition or other transfer is made in compliance with the AGI Senior Notes Indenture;
(B) Affinion Group designating such Non-Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in the AGI Senior Notes Indenture and the definition of “Unrestricted Subsidiary” therein;
(C) in the case of any Non-Subsidiary Guarantor which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11(b), the release or discharge of the guarantee by such Non-Subsidiary Guarantor of Indebtedness of Affinion Group or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or
(D) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01(a); and
(ii) in the case of Section 10.02(c)(i)(A), such Non-Subsidiary Guarantor (other than Affinion Group) is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the AGI Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer.
Appears in 1 contract
Samples: Indenture (Affinion Group, Inc.)
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guaranteethis Indenture, as it relates to such Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A Guarantee as to any Guarantor Restricted Subsidiary shall automatically terminate and be of no further force or effect and such Guarantor that is a Subsidiary of the Issuer shall be automatically deemed to be released from all obligations under this Article X 10 upon:
(iA) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of (a) the Capital Stock (including any saleof the applicable Guarantor, disposition or other transfer following which such Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this Indenture;
(iiB) the release or discharge of the obligations of such Issuer designating a Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”;
(ivC) in the case of any Restricted Subsidiary which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or
(D) the Issuer’s exercise of its the legal defeasance option or covenant defeasance option under Article VIII Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with the terms of this Indenture;Section 8.01 and
(vii) in the receipt case of Section 10.02(b)(i)(A), such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the consent Issuer or any Restricted Subsidiary of the holders in accordance with Article IX; or
(vi) such Guarantor Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facility Bank Indebtedness or other exercise of remedies in respect thereof.
(c) A Guarantee as to Investments II shall terminate and be of no further force or effect and Investments II shall be deemed to be released from all obligations under this Article 10 upon:
(A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of Investments II by AGI; or
(B) the Issuer’s exercise of the legal defeasance option under Section 8.01(b) or if the Issuer’s obligations under this Indenture are otherwise discharged in accordance with Section 8.01; and
(ii) in the case of Section 10.02(c)(i)(A), Investments II is released from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement. Notwithstanding the foregoing, in no event shall the Guarantee of Investments II be released under Section 10.02(c)(i)(A) unless and until the Equity Interests of Designated Assets owned by Investments II on the Issue Date (or the proceeds received from the sale, transfer or other disposition thereof, subject to the prior rights of holders of Senior Debt pursuant to the subordination provisions herein and the Intercreditor Agreement), shall have been transferred to the Issuer or any of its Restricted Subsidiaries prior to or concurrently therewith.
Appears in 1 contract
Samples: Indenture (Affinion Group, Inc.)
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guaranteethis Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A Note Guarantee as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor shall be automatically deemed to be released from all obligations under this Article X 12 upon:
(i) the sale, disposition, exchange disposition or other transfer (including through merger, merger or consolidation, amalgamation or otherwise) of (a) the Capital Stock (including any sale, disposition or other transfer following which such the applicable Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, applicable Guarantor if in each case, such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of prohibited by this Indenture;, and such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, any Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers,
(ii) the release or discharge of the obligations of Company designating such Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”;
(iii) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Securities, and
(iv) the Issuer’s Issuers’ exercise of its legal their defeasance option or covenant defeasance option options under Article VIII or if 8. A Note Guarantee shall be automatically released upon the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;
(v) the receipt of the consent of the holders in accordance with Article IX; or
(vi) such Guarantor applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing First-Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner described in the Secured Notes Intercreditor Agreement or First-Priority Intercreditor Agreement, as applicable, or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Facility Agreement and any other Indebtedness of the Company or other exercise any Restricted Subsidiary of remedies the Company which results in respect thereofthe obligation to guarantee the Securities.
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Limitation on Liability; Release. Certain Equityholders have entered into an engagement agreement (athe “Equityholders Representative Engagement Agreement”) Any term with the Equityholders Representative to provide direction to the Equityholders Representative in connection with its services under this Agreement, the Escrow Agreement and the Equityholders Representative Engagement Agreement (such Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Equityholders Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Equityholders Representative Group”), shall be liable to any Equityholder for any act of the Equityholders Representative taken in good faith and in the exercise of its reasonable judgment and arising out of or provision in connection with the acceptance or administration of its duties under this Agreement, the Escrow Agreement and the Equityholders Representative Engagement Agreement (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment), except to the extent of any Damages actually incurred by such Person as a proximate result of the gross negligence or bad faith of the Equityholders Representative. By virtue of the adoption of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed Agreement by the applicable Guarantor Company’s stockholders, and without rendering the Guaranteefurther action of any Equityholder, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates.
(b) A Guarantee as to any Guarantor shall automatically terminate and be of no further force or effect and such Guarantor each Equityholder shall be automatically released from all obligations under this Article X upon:
deemed to hereby (i) agree that the saleEquityholders Representative Group shall not be liable for, dispositionand may seek indemnification from the Equityholders in an amount not to exceed the Merger Consideration actually paid or payable to such Equityholder (less any amounts used by such Equityholder to satisfy claims for indemnification pursuant to Article IX) for, exchange or other transfer any Damages, losses, claims, liabilities, fees, costs, expenses (including through mergerfees, consolidation, amalgamation or otherwise) disbursements and costs of (a) the Capital Stock (including any sale, disposition or counsel and other transfer following which such Guarantor is no longer a Restricted Subsidiaryskilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement incurred by the Equityholders Representative Group while acting in good faith and in the exercise of such Guarantor its or his reasonable judgment and arising out of or in connection with the acceptance or administration of its or his duties under this Agreement, the Escrow Agreement and the Equityholders Representative Engagement Agreement (b) all or substantially all of collectively, the assets of such Guarantor“Equityholders Representative Expenses”), if in each case, such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;
and (ii) release the release Equityholders Representative (and each of its members) from any Liability for any action taken or discharge not taken by the Equityholders Representative (or any of its members) in its capacity as such under or in connection with this Agreement, in each such case except to the extent that any such Damages are the proximate result of the obligations gross negligence or bad faith of such Guarantor under the Credit Agreement Equityholders Representative. Such Equityholders Representative Expenses may be recovered first, from the Reserve Fund, second, from any distribution of the Escrow Fund or Capital Markets Indebtedness that gave rise the Contingent Merger Consideration otherwise distributable to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) Equityholders at the designation time of such Guarantor as an Unrestricted Subsidiary in accordance with distribution, and third, directly from the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”;
(iv) the Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture;
(v) the receipt of the consent of the holders in accordance with Article IX; or
(vi) such Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facility Indebtedness or other exercise of remedies in respect thereofEquityholders.
Appears in 1 contract
Limitation on Liability; Release. (a) Any term or provision of this Indenture Note Agreement to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by each any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guaranteethis Note Agreement, as it relates to such Guarantor, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliatesgenerally.
(b) A Guarantee as to any Guarantor Restricted Subsidiary shall automatically terminate and be of no further force or effect and such Subsidiary Guarantor shall be automatically deemed to be released from all obligations under this Article X 10 upon:
(iA) the sale, disposition, exchange disposition or other transfer (including through merger, consolidation, amalgamation or otherwiseconsolidation) of (a) the Capital Stock (including any saleof the applicable Subsidiary Guarantor, disposition or other transfer following which such Subsidiary Guarantor is no longer a Restricted Subsidiary), of such Guarantor or (b) all or substantially all of the assets of such Guarantor, if in each case, such sale, disposition, exchange disposition or other transfer is made in a manner not in violation of compliance with this IndentureNote Agreement;
(iiB) the release or discharge of the obligations of such Issuer designating a Subsidiary Guarantor under the Credit Agreement or Capital Markets Indebtedness that gave rise to the requirement to provide such a Guarantee pursuant to Section 4.11;
(iii) the designation of such Guarantor as be an Unrestricted Subsidiary in accordance with the provisions of set forth under Section 4.04 and the definition of “Unrestricted Subsidiary”;” or
(ivC) in the Issuer’s exercise case of its legal defeasance option any Restricted Subsidiary which after the Issue Date, is required to guarantee the Notes pursuant to Section 4.11, the release or covenant defeasance option under Article VIII discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; or
(D) if the Issuer’s obligations under this Indenture Note Agreement are otherwise discharged in accordance with the terms of this Indenture;Section 8.01; and
(vii) in the receipt case of Section 10.02(b)(i)(A), such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the consent Issuer or any Restricted Subsidiary of the holders in accordance with Article IX; or
(vi) such Guarantor Issuer. A Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facility Bank Indebtedness or other exercise of remedies in respect thereof.
Appears in 1 contract
